Envair Electrodyne Ltd
Directors Reports
To,
The Members Envair Electrodyne Ltd.
Your Directors are pleased to present your Company's 40th Board's Report,
together with the Audited Financial Statement for the Financial Year ended on 31st
March 2022:
1. FINANCIALRESULTS
Particulars |
Current Year 2021-22 |
Previous Year 2020-21 |
Income Earned During the year |
48,599,526 |
7,908,937 |
Profit before Taxes & Other adjustments |
(7,704,064) |
(16,063,687) |
Add prior period income |
- |
- |
Profit before Taxes |
(7,704,064) |
(16,063,687) |
Less Provisions for Taxes |
|
|
Less Current Tax |
|
|
Add/ (Less) Deferred Tax |
|
|
Profit for the period |
(7,704,064) |
(16,063,687) |
Add: Item not classified to profit & loss |
(36,813) |
3,34,912 |
Total Comprehensive Income |
(7,740,877) |
(15,728,775) |
Profits carried forward from previous year |
(60,502,157) |
(44,773,382) |
Less proposed Dividend |
|
|
Less Dividend Distribution Tax |
|
|
Profits c/f to Balance Sheet |
(68,243,035) |
(60,502,157) |
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 31s1 March 2022, pursuant to the
provisions of Section 92 of the Companies Act, 2013 and Rules framed there under, in the
prescribed 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 8 times during the financial year 2021-22. During the
year, the meetings of the Board of Directors of the Company were held on 30.06.2021,
31.07.2021, 14.08.2021, 30.03.2021, 13.11.2021, 31.12.2021, 14.02.2022, 19.03.2022
respectively.
5. AUDIT COMMITTEE MEETING
The Company has duly constituted Audit Committee. The Audit Committee was reconstitute
by the Board
and consist 4 members. They have vast experience and knowledge of Corporate affairs and
Financial management and possess strong accounting and financial Management expertise. All
their recommendation made by the Audit committee were accepted by the Board.
6. MANAGEMENT DISCUSSION & ANALYSIS
Sales Increased by 584.40 % compared to previous year. The Company has shored up its
networth and it now stand at Rs. 24,715,410/-.
The Company is incurring losses in business during past number of years. The turnover
of 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. The
management is taking strategic decisions to address issues of continued functioning of the
Company. Certain new products of the existing line of products, e.g. Automatic
Disinfectant Device, Plasma Air Purifier, Auto Door with Attendance system Air Showers
etc. are under development. These products will be introduced during the coming twelve
months. Contract manufacturing is also under consideration. Measures to achieve cost
reduction and competitive sales price have been initiated. These actions expected to
provide handsome contribution.
Further, additional steps such as innovation in quality of products and services
delivered, infrastructure and resources at disposal, efforts for business prospects being
undertaken, strong customer base, etc. are being adopted. The management, in this
background, is of the view that it will be able to perform and operate above breakeven
point in a foreseeable future.
In view of this, preparation of financial statements on the assumption that the Company
is a going concern is appropriate.
7. DIRECTORS' RESPONSIBILITYSTATEMENT
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.
8. 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.
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 Committee
has presented to the Board the policy with respect to remuneration to the Directors, Key
Managerial Personnel and other employees
11. DIRECTOR'SAPPOINTMENT AND REMUNERATION
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. Anil Nagpal, Director will retire by rotation.
12. AUDITORS:
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's
of the Company for a period of five years.
Now, in the 40th Annual General Meeting, the Shareholders of the Company
have appointed M/s. Vipul M. Shah & Associates as statutory Auditor of the Company for
a period of five years.
In response to the qualification specified by the statutory auditor, the management
views are as under:
The Company and management has not been operating in its full capacity and the
Management has also sold its Land and Building. Company does not has enough Staff to
Complete the Verification of all its Trade Receivables, But in the coming years it is
expected to resume the operations as a trading concern and comply with all the pending
Compliances.
b) Secretarial Auditors:
Mrs. Tanu Sharma, Company Secretary in Practice having Membership no. fCs 21041 was
appointed to conduct the Secretarial Audit of the Company for the
F.Y. 2021-22 as required under section 204 of the Acl and Rule made there Rule under.
The Secretarial Audit report, in form MR-3 for the F.Y. 2021-22 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 2021-22
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-a-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. 33 (13) of the Financial
Statements.
15. RESERVES
The company proposes to carry Rs. (1,54,21,99)/- to Reserves after adjusting previous
loss of Rs. (1,54,21,994)/- from current year loss of Rs. (15,728,775)/-. This makes
Equity plus other Equity as Rs. 3,24,56,287/-.
16. DIVIDEND
Since there was no operational profit, The Board has not recommended any dividend
during the Financial Year 2020-21.
17. MATERIAL CHANGES & COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET & THE
DATE OFREPORT
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.
18. 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 "Annexure1" attached
to this Report.
19. RISK MANAGEMENTPOLICY
Risk of obsolesce of products, manufacturing equipment's & processes are regularly
evaluated.
20. CORPORATE SOCIALRESPONSIBILITY
Since the Company's networth 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 Companies Act, 2013.
21. 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 frame
work is divided in to parameters based on the various performance criteria to be done
annually. The evaluation for the year ended 31st March, 2020 has been completed
22. ENVIRONMENT & SAFETY
The Company is aware of the importance of environment clean.
23. DETAILS OF FRAUDS REPORTED BYAUDITORS:
There are no frauds against the Company reported by the Auditors for the period under
report.
24. VIGILMECHANISM
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.envair.in under Investors/ policy
documents/ Vigil Mechanism Policy link.
25. IMPACT OF CORONA VIRUS ON GOING CONCERN
The COVDI-19 pandemic has been the defining global health crisis of our time and has
already spread very fast across the world. But it is much more than a health crisis and is
having an unprecedented impact on people and economies worldwide. The Company is taking
all necessary measures in terms of mitigating the impact of the challenges being faced in
the business.
26. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES
MADE THERE UNDER
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. Archit Aggarwal Resinged on 15-03-2022. |
|
|
- Mr. Anis Ahmad Quraishi was Appointment as Additional Independent Director on
31-07-2021 and appointed as Director in the AGM held on 30-08-2021. |
|
|
- Mr. Praveen Resigned as CFO on 25-02-2022 |
|
|
- Mr. Abhimanyu was Appointed as Company Secretary on 01-07-2021. |
|
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. |
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 Mr. Harish Agarwal Mr. ArchitAgarwal |
Ratio : 0:0 0:0 |
(ii) |
Percentage increase in remuneration of each director and CEO in the financial year |
Mr. Anil Nagpal Mr. Harish Agarwal Mr. ArchitAgarwal |
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; |
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. |
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 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 underreport
28. SECRETARIAL STANDARD OF THE ICSI
The Company is in Compliance with the secretarial Standards on the meeting of Board of
Director (SS-1) and General meeting (SS-2) as issued and amended by the Institute of
Company secretaries of India(ICSI)
29. STAKEHOLDER COMMITTEE
The company has duly established stakeholder & Committee meeting.
30. APPRECIATION:
The Directors express their gratitude to the Dealers, Suppliers and Bank for their
co-operation and express warm appreciation for the sincere co-operation and dedicated work
by the employees of the Company.
For and on behalf of the Board of Directors
For Envair Electrodyne Limited
ANIL NAGPAL |
HARISH AGARWAL |
MANAGING DIRECTOR |
DIRECTOR |
DIN:01302308 |
DIN:02185002 |
Place: Chandigarh |
|
Date: 27.08.2022 |
|
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