Envair Electrodyne Ltd Management Discussions.

MANAGEMENT DISCUSSION AND ANALYSIS

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COMPANY PERFORMANCE

Workstation sale registered 16.7% increase compared to previous year, Clean Air Equipments sale registered 14.6% increase and Oil Cleaner sale 38.3% decline compared to previous year. Total sale decline was due to discontinuation of deemed export business of Heat Exchangers, which was not profitable & not part of core business for the company.

Referring to the qualifications byAuditors at Point nos (a) & (b), the management views are as under:

1. 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.

2. 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 profits loss statement.

DIRECTORS1 RESPONSIBILITY STATEMENT

The Company has followed the applicable accounting standards along with proper explanation relating to material departures in the preparation of annual accounts. The Company has selected such accounting policies and applied them consistently and madejudgments 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 or loss of the Company for that period.

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.

Annual Accounts of the Company have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Your Company conforms to the norms of Corporate Governance as envisaged in the Listing Agreement with the Stock Exchange, Mumbai. Necessary measures were taken during the year under Report to implement the Code of Corporate Governance. A Report on the Corporate Governance along with the Certificate of Compliance from the Auditors forms part of this Report.

EXPORTS:

During the year the Company has exported Rs. 20,15,081/-worth of Electrostatic Hydraulic Oil Cleaners, HV Power Pack, Filter Paper set to UAE & Bangladesh.

DEPOSITS:

No deposit remained unclaimed after maturity, as on 31st March, 2014.

ENVIRONMENT, SAFETYAND ENERGY CONSERVATION:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to Energy Conservation, TechnologyAbsorption, Foreign Exchange Earnings and Outgo are given in the Annexure A tothis Report.

PARTICULARS OF EMPLOYEES:

There is no employee whose remuneration falls within the ambit of section 217 (2-A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS:

Mr Prakash Karnik was appointed as an Additional Director, in the Board Meeting, with effect from 29th January, 2014. The above Director will hold office until the ensuing Annual General Meeting of the Company. The company has received a Notice in writing proposing his candidature for the office of Director. The brief resume and other details related to Mr Karnik, Director, are furnished alongwiththe Explanatory Statement to the Notice convening the ensuing Annual General Meeting.

AUDITORS:

Auditors of the Company M/s P. G. Bhagwat (FRN No. 101118W), Chartered Accountants, Pune, will retire at the conclusion of the ensuing Annual General Meeting. They are eligible for re-appointment.

ACKNOWLEDGMENT:

Your Directors thank Bank of India and Industrial Development Bank of India, for their co-operation. Your Directors also thank the employees, suppliers, shareholders & Govt. departments, for their continuous co-operation and support.

For and on behalf of the Board of Directors,
Place Pune SHRIPAD MIRASHI
Date : 28.05.2014 CHAIRMAN & MANAGING DIRECTOR

ANNEXURE -A TO THE DIRECTORS REPORT

(Additional information given in terms of Notification 1029 of 31.12.1988 issued bythe Department of CompanyAffairs)

DISCLOSURES

A) CONSERVATION OF ENERGY:

ENERGY CONSERVATION MEASURES TAKEN:

Overall electrical energy cost decreased by 14.5%. Per Kg electrical cost increased by 7% due to reduced tonnage & duetoMSEB rate increase of 6.3%.

Particulars 2013-14 2012-13
Per Kg Unit consumption - Nos 1.90 1.43
Per Kg electricity charges - Rs. 17.80 16.54
Per unit electricity charge - Rs. 9.36 8.56

B) RESEARCH AND DEVELOPMENT:

1) AREAS IN WHICH R & D IS CARRIED OUT BY THE COMPANY:

For machine shops, Oil Mist Collectors were developed. Electrostatic Air Cleaners for new applications were developed.

2) BENEFITS DERIVED AS A RESULT OF R & D

We expect new business opportunities

3) FUTURE PLANS:

Company desires to develop clean air systems for Operating Theatres.

4) TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION

Company sold developed products to top class customers. Better designs have reduced product support costs.

On behalf ofthe Boardof Directors
Place : Pune SHRIPAD MIRASHI
Date : 28.05.2014 CHAIRMA N & MANAGING DIRECTOR