| Dear Members,
The Directors are pleased to present your Company's 33rd Board's
Report, together with the audited financial statement for the Financial
Year ended on 31st March 2015:
FINANCIAL RESULTS
Current Year Previous year
2014-15 2013-14
Income Earned During the year 6,57,40,364 5,86,44,502
Profit before Taxes & Other
adjustments (31,95,902) 4,19,934
Add prior period income - -
Profit before Taxes (95,04,414) 4,19,934
Less Provisions for Taxes - -
Less Current Tax 1,20,000
Add/ (Less) Deferred Tax (87,924) (7,81,552)
Profit for the period (94,16,490) 10,81,486
Profits carried forward from
previous year - -
Less proposed Dividend - -
Less Dividend Distribution Tax - -
Profits c/f to Balance Sheet (94,16,490) 10,81,486
2. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31st March 2015, 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 1"
3. NUMBER OF BOARD MEETINGS
The Board of Directors duly met 5 times during the financial year 2014-
2015. During the year, the meetings of the Board of Directors of the
Company were held on 28.04.2014, 28.05.2014, 30.07.2014, 17.10.2014,
28.01.2015 respectively.
4. 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.
5. 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.
6. 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
7. DIRECTOR'S APPOINTMENT AND REMUNERATION
During the Financial year 2014-2015, the Board of Directors had
appointed Mr. Prakash Karnik as an Additional Director on the board of
the Company with effect from 29th January, 2014 in terms of the
provisions of the Companies Act, 2013 and also recommended their
appointments to the members at the ensuing Annual General Meeting of the
Company.
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.
Ms. Deepanjali Mirashi will retire by rotation at the ensuing Annual
General Meeting & being eligible offers herself for re- appointment.
Mrs. Meena Joglekar, Director & Company Secretary of the company
resigned as a Director with effect from 19th March, 2015. She will
continue as a Company Secretary.
Remuneration - Please refer Note no.16 Point no.9 of the Annual Report
8. AUDITORS, SECRETARIAL AUDITORS REPORT
a) Statutory Auditors:
M/s P.G.Bhagwat, Chartered Accountants, bearing FRN 101118W who are the
Statutory Auditors of the Company hold office in accordance with the
provisions of the Act, and are hereby re- appointed as Auditors of the
company to hold office from conclusion of this Annual General Meeting
till the conclusion of Thirty Fifth Annual General Meeting to be held
for the Financial year 2016-17, 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 2014-15 is appended as "Annexure 2"
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 2014-15 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. 12 of the Annual Report.
11. RESERVES
The company proposes not to carry any amount to reserves as it has
incurred losses for the Financial Year 2014-2015.
12. DIVIDEND
Due to the losses incurred by the company, the Board has not
recommended any dividend during the Financial Year 2014-2015.
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 3" attached to this Report.
15. RISK MANAGEMENT POLICY
The company has prepared Risk Management Policy. Main criteria are
market vigilance. Some products of the company are capital equipments
used by Scientists; hence, they expect many features which are available
with the best equipments in the world. Most of the products are used as
equipments to control Air borne/ Oil borne contamination. Continuous
research & development is needed to ensure that our products do not
become obsolete. The change in local laws also influences demand. The
management is aware of the risks involved with such business & takes
regular actions.
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 Companies Act, 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, 2015 has been completed
18.
Sr. No. Particulars Disclosure
1. Financial summary/highlights Already given in Sr.No.1
2. Change in the nature of There is no change in
business the nature of business.
3. Details of directors or key * Ms. Deepanjali
managerial personnel who were Mirashi will retire by
appointed or have resigned rotation at the ensuing
during the year; Annual General
Meeting & being
eligible offers herself
for re-appointment.
Mrs. Meena Joglekar,
Director & Company
Secretary of the
company resigned as
a Director with effect
from 19th March,
2015. She will
continue as a
Company Secretary.
4. Names of companies which have The company does not
become or ceased to be its have any subsidiaries
Subsidiaries, joint ventures or
associate companies during the
year along with reasons
therefore;
5. Details relating to Deposits NA
covered under Chapter V of the
Act:
(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
6. Details of significant and NIL
material orders passed by the
Regulators or courts or tribunals
impacting the going concern
status and company's
operations in future
19. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT,
2013 AND THE RULES MADE 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. Shripad Mirashi 9.02:1 Ms. Deepanjali
Mirashi 3.83:1 Ms. Meena Joglekar 3.03:1
(ii) Percentage increase in remuneration of each director and CEO in the
financial year
Mr. Shripad Mirashi 51.03% Ms. Deepanjali Mirashi 1.24% Ms. Meena
Joglekar 8.31%
(iii) Percentage increase in the median remuneration of employees in
the financial year
3.64%
(iv) Number of permanent employees on the rolls of company;
52
(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 2013-14. Average increase in the remuneration
of KMP is 26.5% as compared to decrease of 7.25% 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 employees who are not directors but receive remuneration in
excess of the highest paid director during the year.
Name: Ratio:
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 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 4 support
For and on behalf of the Board
of Directors,
SHRIPAD MIRASHI
Place : Pune CHAIRMAN &
Date : 19th August 2015 MANAGING DIRECTOR
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