To,
The Members,
Envair Electrodyne Limited.
Your Directors hereby present the 42nd Annual Report on the Business and Operations together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024 ("FY 2023-24").
1. FINANCIAL HIGHLIGHTS:
The financial figures for the year under review along with previous financial year are given below:
(in lacs)
2. REVIEW OF OPERATIONS:
During the year under review, the Company earned total revenue of Rs. 39,71,581 (Thirty Nine Lac Seventy One Thousand Five Hundred Eighty One) for FY 2023-24 as against total revenue of Rs. 97,21,621 (Ninety Seven Lacs Twenty One Thousand Six Hundred Twenty One) for FY 2022-23. The Loss after Tax is 81,45,533 (Eighty One Lacs Forty Five Thousand Five Hundred Thirty Three) for FY 2023-24 as against Profit after tax was Rs. 60,817,380 (Six Crores Eight lakhs Seventeen Thousand Three Hundred and Eighty Only) as Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.
3. MATERIAL CHANGES AND COMMITMENTS
There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report other than as mentioned in the ‘Operations' section of this Directors' Report.
There has been no change in the nature of the Company's business.
4. DIVIDEND:
In the view of the loss incurred by the Company during the year under review and based on the Company's financial performance, the Board of Directors do not recommend any dividend on equity shares for the Financial Year ended on March 31, 2024.
5. TRANSFER TO RESERVES:
During the financial year under review, the Company has not made any transfer to reserves.
6. SHARE CAPITAL:
Authorized Share Capital
During the FY 2023-24, there was no change in the Authorized Share Capital of the Company. The Authorised Share Capital of the Company as on March 31, 2024 was Rs. 5,50,00,000/- (Rupees Five Crore Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
Issued, Subscribed, Paid-up Share Capital
During the FY 2023-24, there was no change in the Issued, Subscribed and Paid up Share Capital of the Company. The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2024, was Rs. 4,64,00,000/- (Rupees Four Crores Sixty-Four Lakhs Only) divided into 46,40,000 (Forty-Six Lakhs Forty Thousand Only) Equity Shares of Rs. 10/- (Rupee Ten Only) each.
Demat Suspense Account
The company has not transfer any equity share(s) to Demat Suspense Account during the year.
7. PUBLIC DEPOSIT:
During the FY 2023-24, the Company has not accepted any deposits from public/members within the meaning of Section 73 and 76 of the Companies Act, 2013 (‘the Act") read with Companies (Acceptance and Deposits)
Rules, 2014.
8. ANNUAL RETURN:
Pursuant to Section 92(3), read with Section 134(3)(a), of the Act, a copy of the Annual Return of the Company as on the Financial Year ended 31 March, 2024, in Form No. MGT-7, can be accessed on the website of the Company, at www.envair.in.
Further, pursuant to Section 92(3) of the Act, the Annual Return of the Company as on the Financial Year ended 31 March, 2024, is uploaded on the website of the Company i.e. www.envair.in.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
List of Directors as on 31st March 2024
Changes During the Financial Year 2023-24
During the Financial Year Following Changes occurred:
(i) Mr. Satish Kumar Avasthi (DIN-10242262) was appointed as Independent Director on 07th August 2023.
(ii)Mr. Anis Ahmad Quraishi (DIN-09273102) resigned from Directorship on 07th August 2023.
(iii)Ms. Prachi Narula (DIN-08502922) resigned from Directorship on 09th November 2023.
(iv) Ms. Rashmi Sharma (DIN-10383903) was appointed as Independent Director on 9th November 2023.
(v) Ms. Avneet Kaur (PAN-FLOPK1282A) was appointed as company secretary on 1st September 2023.
(vi) Mr. Abhimanyu (PAN-AYGPA1856N) resigned from company secretary position on 8th April 2023.
vii) Mr. Abhimanyu (PAN-AYGPA1856N) resigned from CFO position on 8th April 2023.
(viii) Mr. Vijay Kumar Sharma (AUKPS4639R) appointed as CFO on 7th March 2024.
Retirement by rotation:
In accordance with the provisions of Section 196, 197 and any other applicable provisions of the Companies Act, 2013 ("Act") and the rules made there under, as amended from time to time, read with Schedule V to the Act, and Articles of Association of the Company and subject to the approval of Central Government or other Government authority/agency/board, Mr. Harish Kumar Agarwal (DIN- 02185002) Director, who is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"), being eligible, offers himself for reappointment.
Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, and as per the Ministry of Corporate Affairs Notification dated October 22, 2019 the Independent Directors of the Company have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affair.
Remuneration to Non-Executive Directors
During the financial year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following are KMPs of the Company as on March 31, 2024:
Sr. Name of the KMP Designation No.
1. Mr. Anil Nagpal Chairman & Managing Director
2. Ms. Avneet Kaur Company Secretary (Appointed on 1st September 2023)
3. Mr. Vijay Kumar Sharma Chief Financial Officer (Appointed on 7th March 2024)
(i) Mr. Abhimanyu (PAN-AYGPA1856N) resigned from company secretary position on 8th April 2023.
(ii) Mr. Abhimanyu (PAN-AYGPA1856N) resigned from CFO position on 8th April 2023.
(iii) Ms. Avneet Kaur (FLOPK1282A) appointed as company secretary on 1st September 2023.
(iv) Mr. Vijay Kumar Sharma appointed as CFO on 7th March 2024.
10. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. the directors have 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 loss of the Company for that period;
c. the directors have 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 have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. ANNUAL PERFORMANCE EVALUATION BY THE BOARD, IT'S COMMITTEES AND OF INDIVIDUAL DIRECTORS:
The Nomination and Remuneration Committee of the Board has formulated and laid down Criteria and Manner for Evaluation of Performance of the Board, its Committees and individual Directors pursuant to provisions of Section 178 of the Act and Listing Regulations. As per requirements of Section 134 of the Act, the manner in which formal annual evaluation has been made is disclosed below
Board: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, with regards to various criteria such as Board composition, Board processes and Board dynamics. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board: The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board with regards to various criteria such as committee composition, committee processes and committee dynamics. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed thereunder and the Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Individual Directors: In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters such as qualification, experience, availability and attendance, integrity, commitment, governance, independence, communication, preparedness, participation and value addition. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board.
Meeting of Independent Directors: The Independent Directors of the Company have on 7th March 2024 held a separate meeting without the attendance of Non-Independent Directors and members of the management for evaluation of the performance of Non-Independent Directors, the Board as a whole and Chairman of the Company and for consideration of such other matters as required under the provisions of the Act and the Listing Regulations.
12. MEETINGS OF THE BOARD:
The Board met at regular interval to discuss and decide on affairs, operations of the Company and to supervise and control the activities of the Company.
During the year under review, 11 (Eleven) Board Meetings were held i.e. on 31st May, 2023, 15th June 2023, 7th August 2023, 18th August 2023, 31st August 2023, 9th September 2023, 9th November 2023, 6th December 2023, 13th February 2024, 7th March 2024 . The intervening gap between the two consecutive Board meetings did not exceed the period prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI..
The details of attendance of the Directors at the meetings held during the year under review are stated herewith:
Mr. Satish Kumar Avasthi (DIN-10242262) was appointed as Independent Director on 07th August 2023
Mr. Anis Ahmad Quraishi (DIN-09273102) resigned from Directorship on 07th August 2023.
Ms. Prachi Narula (DIN-08502922) resigned from Directorship on 09th November 2023.
Ms. Rashmi Sharma (DIN-10383903) was appointed as Independent Director on 9th November 2023.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Act, the Directors state that:
a) in the preparation of annual accounts for the Financial Year ended 31 March, 2024, the applicable accounting standards have been followed and there were no material departures requiring any explanation;
b) they have 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 of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a ‘going concern' basis; e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
COMMITTEES OF THE BOARD:
As required under the applicable provisions of the Act, the Company has constituted following Statutory Committees of the Board viz.:
1. Audit Committee;
2. Stakeholders' Relationship Committee; and
3. Nomination and Remuneration Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act:
During the FY 2023-24, the Committee met 10 (Ten) times i.e. on 30th May 2023, 15th June 2023, 6th July 2023 ,7th August 2023, 31st August 2023, 9th September 2023, 25th October 2023, 9th November 2023, 13th February 2024, 7th March 2024.
The composition of the Committee and attendance details for the meetings held during FY 2023-24, is as follows:
All members are financially literate and bring in expertise in the fields of finance, accounting, development, strategy and management.
The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board.
Mr. Satish Kumar Avasthi (DIN-10242262), Independent Director (DIN-10242262) was appointed as Member of Audit Committee on 31st August 2023.
Mr. Satish Kumar Avasthi (DIN-10242262), Independent Director (DIN-10242262) was appointed as Chairman of Audit Committee on 9th November 2023.
Mr. Anis Ahmad Quraishi, Independent Director (DIN-09273102), Independent Director resigned from Audit Committee on 07th August 2023.
Ms. Prachi Narula, Independent Director (DIN-08502922) resigned from Chairman position on 09th November 2023.
Ms. Rashmi Sharma, Independent Director (DIN-10383903) was appointed as Member of Audit Committee on 9th November 2023.
STAKEHOLDERS' RELATIONSHIP COMMITTEE AND ITS COMPOSITION:
The company has duly established stakeholder & Relationship Committee meeting on 7th October 2023 & 9th November 2023.
Mr. Satish Kumar Avasthi, Independent Director (DIN-10242262) was appointed as Chairman of commitee on 9th November 2023.
Ms. Prachi Narula, Independent Director (DIN-08502922) resigned from Directorship & committee membership on 09th November 2023.
Ms. Rashmi Sharma (DIN-10383903) was appointed as member of commitee on 9th November 2023.
NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:
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.
During the FY 2023-24, the Committee met 5 (Five) times i.e. on 8th April 2023, 7th August 2023, 31st August 2023, 9th November 2023, 7th March 2024.
Mr. Satish Kumar Avasthi (DIN-10242262) was appointed as Chairman of committee on 7th August 2023.
Mr. Anis Ahmad Quraishi (DIN-09273102) resigned from committee membership poistion on 07th August 2023.
Ms. Prachi Narula (DIN-08502922) resigned from committee chairman position on 09th November 2023.
Ms. Rashmi Sharma (DIN-10383903) was appointed as member of committee on 9th November 2023.
13. DETAILS OF FAMILIARIZATION PROGRAMME
The details of the programme for familiarization of independent directors with the company, their roles, rights, responsibilities in the company, nature of industry in which the company operates and related matters are posted on the website of the company at http://www.envair.in.
14. MANAGEMENT DISCUSSION & ANALYSIS:
The Company has realised its investment in Land and Building in Pune and is now looking for investment avenues to deploy its cash in new businesses. The management and the board are evaluating proposals to setup new manufacturing projects. Given the experience and expertise of the owners in setting up new manufacturing facilities - the Company will soon utilize its cash resources to improve its return to shareholders. Meanwhile, the Company in the last year has purchased 1,43,750 shares of USD 1.05 each of Alliance-Asia Pac Pte Ltd- Singapore.
Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is attached as Annexure VI of this Report. It provides details about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company's various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the Financial Year 2023-24.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Act, the Company has established a vigil mechanism to provide directors and employees with a platform to report concerns related to unethical behavior, actual or suspected fraud, or violation of the Code of Conduct and Ethics Policy. The mechanism provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and, in exceptional cases, it allows for direct access to the Chairman of the Audit Committee.
During the FY 2023-24, we affirm that no employee or director was denied access to the Chairman of the Audit Committee regarding any reported concerns through the vigil mechanism. The Vigil Mechanism / Whistle Blower Policy can be accessed on the website of the Company www.envair.in.
16. NOMINATION AND REMUNERATION POLICY
The Board has adopted a Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto. The Policy governs the criteria for determining qualifications, positive attributes and independence of a Director and lays down the remuneration principles for Directors, Key Managerial Personnel and other employees. The Policy aims to enable the Company to attract, retain and motivate highly qualified members for the Board, Key Managerial Personnel (KMP) and other employees. It enables the Company to provide a well-balanced and performance related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. The policy ensures that the interests of Board members, KMP & employees are aligned with the business strategy and risk tolerance, objectives, values and long-term interests of the Company and will be consistent with the "pay-for-performance" principle and the remuneration to directors, KMP and employees and involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. The policy lays down the procedure for the selection and appointment of Board Members and KMP and also the appointment of executives other than Board Members, compensation structure for Executive Directors, Non-Executive Directors, KMP and other employees. The Nomination and Remuneration Policy is available at the Company's website and can be accessed at www.envair.in.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There were no significant or material orders passed by any regulator, court or tribunal that would impact the going concern status of the Company or have a bearing on Company's operations in future.
18 . RISK MANAGEMENT FRAMEWORK
The Company has adopted a Policy on Risk Management to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company's business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
The details of the Risk Management framework are provided as a part of Management Discussion and Analysis Report which is included separately in this Annual Report.
19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
As the Company is not having Net Worth of Rupees Five Hundred Crores or more, or Turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any Financial Year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.
20. POLICY ON BOARD DIVERSITY AND SUCCESSION PLANNING FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
A Policy on Board Diversity and Succession Planning for the Board of Directors and Senior Management as devised by the Nomination and Remuneration Committee is in place, to ensure adequate diversity in the Board of Directors of the Company and for orderly succession for appointments on the Board of Directors and Senior Management.
21. STATUTORY AUDITORS AND AUDITORS' REPORT:
M/s. Vipul M. Shah & Associates, Chartered Accountants (Registration No. 117853W), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 29th September 2022 to hold the office until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2026-2027 but due to some health issues he is not able to continue as Statutory Auditor & resigned w.e.f 18th September 2023.
The Company has obtained written consent and a certificate from M/s M. L. Bhuwania & Co. confirming their compliance with the criteria specified under Section 141 of the Act for the appointment of auditors. Additionally, the Certificate also verifies that their appointment as auditors falls within the limits prescribed under Section 139 of the Act. On 9th November 2023 M/s M. L. Bhuwania & Co. appointed as Statutory Auditors of the Company upto the conclusion of Annual General Meeting & also as per Postal Ballot on 12th January 2024 & now the board approved to appoint M/s M. L. Bhuwania & Co. subject to approval of shareholder for 1 year i.e 2024-25 .
The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on Financial statements referred to in the Auditors report are self-explanatory and do not call any further comments.
During the year under review, the Statutory Auditors have confirmed that a fraud was reported to the Audit Committee, in accordance with Section 143(12) of the Act in previous year. As a result, there are no detail to be disclosed under Section 134(3)(ca) of the Act. a fraud was unearthed, which was committed by the employee of the company, against the company, by using digital and other means to transfer/ withdraw various sums from the bank account of the company. The amount involved was Rs. 191.16 lakhs (which included Rs 22.48 lakhs for Financial Year 2020-21, Rs 67.77 Lakhs for Financial Year 2021-22, Rs 79.22 Lakhs for Financial Year 2022-23 and Rs 21.68 lakhs for Financial Year 2023-24) which was expensed out during the previous financial year ended 31st March 2023 itself. A FIR was lodged and investigation is in process. Previous year figures relating to Financial Year 2020-21 and Financial Year 2021-22 were not restated and provision for the fraud amount committed in Financial Year 2023-24 was also provided in the previous financial year ended 31st March 2023 itself, as a matter of prudence. The previous year profit is understated by Rs 111.93 Lakhs due to non-restatement and due to provision for fraud amount relating to Financial Year 2023-24. The current year profit is over restated by Rs 21.68 Lakhs as the amount was provided in the previous Financial Year. The Audit Report for the previous year was qualified due to the same. However, the closing equity for the Financial Year ending 31st March 2024 is after giving effect of all the above.
22. DETAILS OF FRAUD AS REQUIRED UNDER SECTION 134(3)(CA) OF THE COMPANIES ACT READ WITH RULE 13 OF THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014.
(a) Nature of Fraud with description: Financial Fraud. Transfer of funds from the bank account without authorization.
(b) Approximate Amount involved: Financial loss of Rs. 19,115,549. Financials approval for 31st March 2023 and 30th June 2023 were also delayed which has resulted in a penalty levied by the Bombay Stock Exchange.
(c) Parties involved: Nilkanth Patole; (Chief Accountant) and Unnamed Bank Officials.
(d) Remedial actions taken.: Yes, FIR is registered. Auditors were also informed. The fraud happened by sheer negligence of the bank which did the transactions without authorization and documentation or any approval from the Company. All the banks have been reprimanded and informed that no transaction should take place without original authentic documents. The directors have also started to personally check Bank reconciliation statements on a regular basis
23. INTERNAL AUDITOR:
In terms of the provisions of Section 138 of the Act M/s S.M. Bhat & Associates Chartered Accountant are the Internal Auditor of the Company for Financial Year 2023-24. The Audit Committee, in consultation with the Internal Auditor, formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. The Audit Committee, inter-alia, reviews the Internal Audit Reports.
The Board of Directors of the Company, at their Meeting held on 27th May, 2024 have re-appointed M/s S.M. Bhat & Associates as the Internal Auditor of the Company for the Financial Year 2024-25 on the recommendation of the Audit Committee.
24. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Board has implemented comprehensive policies and procedures to ensure smooth and effective conduct of its business operations. These policies cover various aspects, including adherence to Company Policies, safeguarding of assets, prevention and detection of frauds and errors, as well as ensuring the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.
The Internal Auditor of the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies at all locations of the Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the Internal Audit Reports, process owners take corrective actions in their respective areas and thereby strengthen the controls. The Report is presented before the Audit Committee for review at regular intervals.
25. SECRETARIAL AUDITORS AND THEIR REPORT:
M/s Sanger & Associates, Company Secretary in Practice having Membership no. FCS 13092 was appointed to conduct the Secretarial Audit of the Company for the F.Y. 2023-24 as required under section 204 of the Act and Rule made their Rule under. The Secretarial Audit report, in form MR-3 for the F.Y. 2023-24 is annexed as Annexure-II to this report.
26. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
(i) By the Secretarial Auditor in her secretarial audit report;
27. MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder, maintenance of Cost Records or Cost Audit was not applicable to the Company during the year under review.
28. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS:
The particulars of Loans, Guarantees and Investments made by the Company, falling under the purview of Section 186 of the Act, are given in the notes to the Financial Statements, as included in this Annual Report.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 and the particulars of the contracts or arrangements with related parties referred to in Section 188 (1), as prescribed in Form AOC-2. The related party transaction was at arm's length and under normal course of business. Your Directors draw the attention of the members to Note No. 35 to the financial statement, which sets out related party disclosures.
There were no materially significant related party transactions entered into by the Company during the year, which may have a potential conflict with the interest of the Company at large. The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Audit Committee and
Board of Directors is uploaded on the Company's website www.envair.in.
30. PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:
During the year under review, no loans have been accepted from any director or their relative.
31. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure III of this report. During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details of the same are given in Annexure IV of this Report.
32. STOCK EXCHANGE:
The Equity Shares of the Company are listed on BSE Limited. The Company has paid the Annual listing fees for the financial year 2024-25 to the said Stock Exchange.
33. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on 31st March, 2024, the Company has no Subsidiaries/Joint Venture/ Associate Company. During the financial year, the Company the Company did not acquire or liquidate any subsidiary/Joint Venture/Associate. Same is attached as Annexure-I.
34. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
There was a fraud unearthed by the company while finalizing the accounts of the Company for the financial year ending 31st March 2023. The initial disclosure was made to stock exchange on 25th May 2023 and the final disclosure was made on 17th July 2023. Other than these, there have been no material changes and commitment that would have an impact on the financial positions of the Company occurred between the end of the FY 2023-24, to which this financial statement relates, and the date of this report.
35. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised robust systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). During the year under review, the Company has diligently complied with all the relevant provisions of these secretarial Standards.
36. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. Furthermore, the Company has constituted an Internal Complaints Committee under Section 4 of the said Act. There were no complaints received by the Committee on sexual harassment during the Financial Year under review.
37. VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION:
The Company has not made any valuation for one-time settlement with banks and financial Institution. Hence, there is no reason for elaboration on the said aspect.
38. DISCLOSURE IN RESPECT OF STATUS OF APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, no application was made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
39. CORPORATE GOVERNANCE
The provisions related to ‘Corporate Governance Report' as given in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.
However, the Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. It is ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. Your Company give prime importance to reliable financial information, integrity transparency, fairness, empowerment and compliance with law in letter and spirit.
40 . STATUTORY DISCLOSURES
The financial statements of the Company are placed on the Company's website www.envair.in.
The directors' responsibility statement as required by section 134(5) of the Act, appears in this report.
There is no change in the nature of business of the Company during Financial Year 2024.
A Cash Flow Statement for Financial year 2023-2024 is attached to the Balance Sheet.
ACKNOWLEDGEMENT:
The Directors of Company express their heartfelt gratitude and appreciation to all the stakeholders, including bankers, clients, employees, and the investing community, for their unwavering assistance, cooperation, and support to the company. We sincerely acknowledge the contributions of every member of our organization, as their dedication and efforts have been instrumental in our success.
We eagerly look forward to the continued support and collaboration of all stakeholders in the future.