Envair Electrodyne Ltd Directors Report.

To,

The Members Envair Electrodyne Ltd.

Your Directors are pleased to present your Companys 39 th Boards Report, together with the Audited Financial Statement for the Financial Year ended on 31st March 2021:

1. FINANCIALRESULTS

Particulars Current Year 2020-21 Previous Year 2019-20
Income Earned During the year 7,908,937 35,655,556
Profit before Taxes & Other adjustments (16,063,687) (14,975,990)
Add prior period income - -
Profit before Taxes (16,063,687) (14,975,990)
Less Provisions for Taxes
Less Current Tax
Add/ (Less) Deferred Tax
Profit for the period (16,063,687) (14,975,990)
Add: Item not classified to profit & loss 3,34,912 (4,46,005)
Total Comprehensive Income (15,728,775) (15,421,995)
Profits carried forward from previous year (44,773,382) (29,351,388)
Less proposed Dividend
Less Dividend Distribution Tax
Profits c/f to Balance Sheet (60,402,157) (44,773,382)

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 31s March 2021, 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 5 times during the financial year 2020-21. During the year, the meetings of the Board of Directors of the Company were held on 30.06.2020,01.09.2020,19.09.2020,11.11.2020,11.02.2021 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 Decreased by 77.82 % compared to previous year. The Company has shored up its networth and it now stand at Rs.32,456,287/-.

Prestigious assignments were completed are following:

1. Inmet Technology Private Limited- Class 100,000 (iso8) Clean room for 3D printing machine/Medical part packing.

2. Bharat forge limited- Conventional clean room (class 10000 ISO8) Laser machine/ defense part manufacturing

3. Volkswagen/Skoda India Pvt. Ltd- Corian top/ Solid surface laboratory workstation for testing.

4. Kalyani Techno Forge- Enclosure for packing of metal jobs

5. Bajaj Auto- Assembly workstation for Automobiles job assembly and inpection

6. Smalz India Pvt. Ltd- Revese Laminar airflow workstation for grinding jobs

7. BEL Kotdwara- WSD workstation for assembly line

8. ADOR India- Electrostatic air cleaner

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. DIRECTORSAPPOINTMENT 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 Auditors 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:

Our Office & Factory were closed since 23rd March 2020 due to COVID related nation-wide lockdown. Statutory Audit has been completed during this pandemic situation under partial or full lock down. As our office was closed, our customers and suppliers were also not available. Accordingly balance confirmation and related reconciliation has not been performed. As the unlock process is starting in different phases, we will ensure to take the relevant confirmations and reconciliations during the current year.

b) Secretarial Auditors:

Mr. I. U. Thakur Company Secretary in Practice having Membership no. FCS 2298 was appointed to conduct the Secretarial Audit of the Company for the F.Y. 2020-21 as required under section 204 of the Act and Rule made there Rule under. The Secretarial Audit report, in form MR-3 for the F.Y .2020-21 is annexed to this report.

In response to the qualification specified by the secretarial auditor, the management views are as under:

The Unaudited Results were scheduled to be uploaded in time but because of sad demise of family member of companys accountant due to corona virus the Board Meeting was rescheduled on 19th September, 2020 where the Results were uploaded.

The Company will upload the results in time.

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 2020-21 were on an arms 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) Rules2014 is given in “Annexure l” attached to this Report.

19. RISK MANAGEMENTPOLICY

Risk of obsolesce of products, manufacturing equipments & processes are regularly evaluated.

20. CORPORATE SOCIALRESPONSIBILITY

Since the Companys networth does not exceed Rs. 500 crores or Companys turnover does not exceed Rs.1000 crores or the Companys 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

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. Jayesh Madhavji Resigned on 31 -07-2020.
- Mr. Price Vohra Resigned as CFO on 15-12-2020 & Mr. Praveen Kumar was appointed as CFO on 01-02-2021.
- Ms Ankita Resigned as CS on 16-12-2020 & Mr. Kuldeep was Appointed as CS on 01-02-2021.
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.

22. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES MADE THERE UNDER

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 Ratio : 0:0
Mr. Harish Agarwal 0:0
Mr. ArchitAgarwal
(ii) Percentage increase in remuneration of each director and CEO in the financial year Mr. Anil Nagpal 0.00%
Mr. Harish Agarwal 0.00%
Mr. Archit Agarwal

 

(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 Companys policy which is based on Annual Operating Plan.

23. ENVIRONMENT & SAFETY

The Company is aware of the importance of environment clean.

24. DETAILS OF FRAUDS REPORTED BYAUDITORS:

There are no frauds against the Company reported by the Auditors for the period under report.

25. 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.

26. 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.

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 MANAGING DIRECTOR HARISH AGARWAL DIRECTOR
DIN:01302308 DIN:02185002
Place: Pune Date: 31.07.2021 Place: Pune