BOARD'S REPORT TO, THE MEMBERS ENVAIR ELECTRODYNE LTD. Your 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 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 there under, 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 20142015. 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 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 CHAIRMAN & MANAGING DIRECTOR Place : Pune Date : 19th August 2015 |