Envair Electrodyne Ltd
Directors Reports
To,
The Members
Envair Electrodyne Ltd.
Your Directors are pleased to present your Company's 36th Board's Report, together with
the Audited Financial Statement for the Financial Year ended on 31st March 2018:
1. FINANCIAL RESULTS
| Particulars |
Current Year |
Previous Year |
|
2017-18 |
2016-17 |
| Income Earned During the year |
8,55,39,403 |
5,15,91,598 |
| Profit before Taxes & Other adjustments |
34669816 |
(31,18,082) |
| Add prior period income |
- |
- |
| Profit before Taxes |
3,46,69,816 |
(31,18,082) |
| Less Provisions for Taxes |
- |
- |
| Less Current Tax |
21,33,798 |
- |
| Add/ (Less) Deferred Tax |
- |
- |
| Profit for the period |
3,25,36,018 |
(31,18,082) |
| Profits carried forward from previous year |
- |
(31,18,082) |
| Less proposed Dividend |
- |
- |
| Less Dividend Distribution Tax |
- |
- |
| Profits c/f to Balance Sheet |
3,25,36,018 |
(31,18,082) |
2. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31st March 2018, pursuant to the provisions of
Section 92 of the Companies Act, 2013 (the Act for brevity) and Rules framed thereunder,
in the prescribed
Form MGT-9 is annexed to this report as "Annexure 2"
3. NUMBER OF BOARD MEETINGS
The Board of Directors duly met 6 times during the financial year 2017-18. During the
year, the meetings of the Board of Directors of the Company were held on 25.5.2017,
29.7.2017, 22.8.2017, 11.10.2017, 11.11.2017 & 29.1.2018, respectively.
4. MANAGEMENT DISCUSSION & ANALYSIS
Sales decreased by 18.82% compared to previous year. Company sold part of Land &
Building which was not fully utilized. Other income resulted in profits for the year
2017-18, compared with loss in the previous year. All carry forward loss was wiped out
& Net worth of the company increased to Rs.478.16 lacs. This would provide a spring
board for future growth of the company. Prestigious assignments for Technical Furniture
were done for Bharat Electronics Ltd. and AGS Transact Technologies Ltd.
Air Tunnels were supplied to International Painting system suppliers &
International Auto companies.
In the current year (18-19) order booking was increased compared to previous year, by
15%.
In May 2018, the Alliance World India Group from Chandigarh acquired majority Equity
Stake of the company from Mr Shripad Mirashi. The multiferous activities of the group will
bring a welcome change for the company for growth in Sales & profits.
New management has decided to continue present product lines.
Alliance World India is a group of companies specializing in supply chain &
contract manufacturing services. The group works across a variety of industries like FMCG,
Lifestyle, Healthcare & Agri-business verticals. They provide a variety of need based
services which range from setting up manufacturing plants to organizing strategically
planned marketing & sales operations.
With a strong workforce of over 1800 people, 7 manufacturing units, 9 product lines
& 10 MNC business partners, Alliance World India have grown to be a bench mark
customer centric company & is striving hard for quest for excellence.
5. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act, the Board hereby
submits its Responsibility Statement: a) in the preparation of the annual accounts, the
applicable accounting standards had been followed along with proper explanation relating
to material departures; b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period; c) the directors
had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls
are adequate and were operating effectively; f) the directors had devised proper systems
to ensure compliance with the provisions of all 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 they
fulfill all the requirements as stipulated in Section 149(6) of the Act and Clause 49 of
the Listing Agreement so as to qualify themselves to be continued as Independent Directors
under the provisions of the Act and the relevant Rules.
7. NOMINATION AND REMUNERATION COMMITTEE
The company has duly established Nomination & Remuneration Committee. The Committee
has presented to the Board the policy with respect to remuneration to the Directors, Key
Managerial Personnel and other employees
8. DIRECTOR'S APPOINTMENT AND REMUNERATION
Mrs Manjiri Mirashi & Ms Deepanjali Mirashi, Directors resigned with effect from
10th May, 2018.
The Board wishes to place on record their appreciation for the valuable advice rendered
by Mrs Manjiri Mirashi and Ms Deepanjali Mirashi during their tenure as Directors.
As per Clause 128 of the Article of Association of the Company, one third strength of
the Board is required to retire by rotation at the ensuing Annual General Meeting.
Mr Shripad Mirashi, Director will retire by rotation. Mr. Anil Nagpal has been
appointed as Managing Director with effect from 7th July, 2018 subject to approval of
shareholder in the Annual General Meeting.
AUDITORS, SECRETARIAL AUDITORS REPORT a) Statutory Auditors:
It is proposed to appoint M/s M.L. Bhuwania & Co.LLP, Chartered Accountants, Pune
bearing (FRN101484W/ W100197) as the Statutory Auditors of the Company in place of M/s
C.V. Chitale., Chartered Accountants to hold office from conclusion of this Annual General
Meeting till the conclusion of 38th Annual General Meeting as per Section 139 of the
Companies Act, 2013. The Company has received the necessary eligibility certificate from
the auditors and directors recommend the Resolution at Item No.3 of the Notice for the
approval of members.
Audit Observations:
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 recessionary trend in
the manufacturing sector. Every year, we are recovering some of them and making provisions
for the debts which could not be recovered. ii. The compensation asked by actuary every
year is felt as unreasonable. The amount of deviation from our calculation and coming from
the Actuaries could be insignificant to affect the profit and loss statement. b)
Secretarial Auditors: The Secretarial Audit Report for FY 2017-18 is appended as
"Annexure 3" and the observations made by the Secretarial Auditors are
self-explanatory and do not call for any 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 2017-18
were on an arm's length basis and were in the ordinary course of business. All related
party 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 the
Company except remuneration paid to the Executive Director as per the Companies Act, 2013.
The particulars of Transactions with related parties in prescribed form under Section 134
of the Companies Act, 2013 has been mentioned in Note No. 14 of the Annual Report.
11. RESERVES
The company proposes to carry Rs. 28,58,166/- to Reserves after adjusting previous loss
of Rs.2,96,77,852/- from Current year profit of Rs.3,25,36,18/-. This makes Equity plus
other Equity as Rs.4,78,16,611/-.
12. DIVIDEND
Since there was no operational profit, the Board has not recommended any dividend
during the Financial Year 2017-18.
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 this
report 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 with
Rule 8 of the Companies (Accounts) Rules 2014 is given in "Annexure 1" attached
to this Report.
15. RISK MANAGEMENT POLICY
Risk of obsolence of products, manufacturing equipments & processes are regularly
evaluated. Risks due to ageing factor of employees is to be addressed & steps are
taken in some areas.
Third party accredition is becoming mandatory, hence, management will strive to do this
at 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 does
not exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore for any
financial year, the provisions of section 135 of the CompaniesAct, 2013 are not
applicable.
17. FORMAL ANNUAL EVALUATION
The Board has formulated a Board Evaluation Policy for evaluation of Individual
Directors 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 done
annually. The evaluation for the year ended 31st March, 2018 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; |
Mrs Manjiri Mirashi & Ms Deepanjali Mirashi , resigned as Directors with effect
from 10th May, 2018. |
|
|
Mr Harish Agarwal, Mr Anil Nagpal & Mr Archit Aggarwal were appointed as
Non-Executive Non- Independent Directors with effect from 11th May, 2018. |
|
|
Mr Jayesh Parmar is appointed as Independent Director with effect from 7th July, 2018. |
|
|
Mr Shripad Mirashi resigned as Managing Director with effect from 7th July, 2018. |
|
|
Ms Meena Joglekar resigned as Company Secretary with effect from 7th July, 2018. |
|
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. |
|
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 |
|
|
and material 6. Details of significant 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
20. VIGIL MECHANISM
As per Provisions of Section 177 (9) & (10) of the Companies Act, 2013, a Vigil
Mechanism for Directors & employees has been established. The Vigil Mechanism Policy
has been uploaded on the website of the Company at www.envairelectrodyne.com under
Investors/ 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 requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this policy. There are no
complaints received during the year under report.
22. ACKNOWLEDGEMENT
Your Directors thank Bank of India and Industrial Development Bank of India (IDBI), for
their 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 |
DR AVINASH KULKARNI |
| DIRECTOR |
DIRECTOR |
| DIN : 00480854 |
DIN: 00016046 |
| Place: Pune |
|
| Date: 7.7.2018 |
|
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 gave
marginal results in Energy conservation inspite of almost same manufacturing tonnage &
increased tariff.
(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 and
Technical 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 reduced
product support costs.
(C) FOREIGN EXCHANGE EARINGS & OUTGO:
Foreign Exchange earned was Rs. 3.71 lacs. There was no Foreign exchange outflowduring
the current Financial year
2017-18.
| For and on behalf of the Board of Directors, |
| SHRIPAD MIRASHI |
DR AVINASH KULKARNI |
| DIRECTOR |
DIRECTOR |
| DIN : 00480854 |
DIN: 00016046 |
| Place: Pune |
|
| Date: 7.7.2018 |
|
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