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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Envair Electrodyne Ltd.

Mar 31, 2024

Your Directors hereby present the 42^nd 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:

Particulars	Current Year	Previous Year
	2023-24	2022-23
Total income	39.72	97.22
Add: Other income	29.46	43.92
Total income	69.18	141.14
Profit before Taxes & Other adjustments	(109.54)	(58.86)
Exceptional item	-	837.50
Profit before Taxes	(109.54)	778.64
Less Provisions for Taxes	-	-
Less Current Tax
	(46.81)	170.47
Add/ (Less) Deferred Tax	18.73	-
Profit for the period	(81.46)	608.17
Add: Item not classified to profit & loss	-	-
Total Comprehensive Income	(81.46)	608.17

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 31^st March 2024

S.no	Name	Designation	DIN
1	ANIL NAGPAL	Managing Director	01302308
2	HARISH KUMAR AGARWAL	Director	02185002
3	RASHMI SHARMA	Independent Director	10383903
4	SATISH KUMAR AVASTHI	Independent Director	10242262

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 07^th August 2023.

(ii) Mr. Anis Ahmad Quraishi (DIN-09273102) resigned from Directorship on 07^th August 2023.

(iii) Ms. Prachi Narula (DIN-08502922) resigned from Directorship on 09^th November 2023.

(iv) Ms. Rashmi Sharma (DIN-10383903) was appointed as Independent Director on 9^th November 2023.

(v) Ms. Avneet Kaur (PAN-FLOPK1282A) was appointed as company secretary on 1^st September 2023.

(vi) Mr. Abhimanyu (PAN-AYGPA1856N) resigned from company secretary position on 8^th April 2023. vii) Mr. Abhimanyu (PAN-AYGPA1856N) resigned from CFO position on 8^th April 2023.

(viii) Mr. Vijay Kumar Sharma (AUKPS4639R) appointed as CFO on 7^th 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. No.	Name of the KMP	Designation
1.	Mr. Anil Nagpal	Chairman & Managing Director
2.	Ms. Avneet Kaur	Company Secretary (Appointed on 1^st September 2023)
3.	Mr. Vijay Kumar Sharma	Chief Financial Officer (Appointed on 7^th March 2024)

(i) Mr. Abhimanyu (PAN-AYGPA1856N) resigned from company secretary position on 8^th April 2023.

(ii) Mr. Abhimanyu (PAN-AYGPA1856N) resigned from CFO position on 8^th April 2023.

(iii) Ms. Avneet Kaur (FLOPK1282A) appointed as company secretary on 1^st September 2023.

(iv) Mr. Vijay Kumar Sharma appointed as CFO on 7^th 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 7^th 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 31^st May, 2023, 15^th June 2023, 7^thAugust 2023, 18^th August 2023, 31^st August 2023, 9^th September 2023, 9^th November 2023, 6^th December 2023, 13^thFebruary 2024, 7^th 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:

Sr. No.	Name of Directors	Category	Number of Meetings which directors were entitled to attend	No. of Board Meetings attended
1	Mr. Anil Nagpal	Chairman & Managing Director	11	10
2	Mr. Harish Kumar Agarwal	Director	11	11
3	Mr. Anis Ahmad Quraishi	Independent Director	2	2
4	Ms. Prachi Narula	Independent Director	7	7
5	Mr. Satish Kumar Avasthi	Independent Director	6	6
6	Ms. Rashmi Sharma	Independent Director	3	3

â¢ Mr. Satish Kumar Avasthi (DIN-10242262) was appointed as Independent Director on 07^th August 2023

â¢ Mr. Anis Ahmad Quraishi (DIN-09273102) resigned from Directorship on 07^th August 2023.

â¢ Ms. Prachi Narula (DIN-08502922) resigned from Directorship on 09^th November 2023.

â¢ Ms. Rashmi Sharma (DIN-10383903) was appointed as Independent Director on 9^th 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 30^th May 2023, 15^th June 2023, 6^th July 2023 ,7^thAugust 2023, 31^st August 2023, 9^th September 2023, 25^th October 2023, 9^th November 2023, 13^th February 2024, 7^thMarch 2024.

The composition of the Committee and attendance details for the meetings held during FY 2023-24, is as follows:

Name of Director	Designation	Number of Meetings which directors were entitled to attend	No. of Meetings attended
Ms. Prachi Narula	Chairman	8	8
Mr. Harish Kumar Agarwal	Member	10	10
Mr. Anis Ahmad Quraishi	Member	4	4
Mr Satish Kumar Avasthi	Chairman	6	6
Ms. Rashmi Sharma	Member	2	2

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.

â¢ Mr. Satish Kumar Avasthi (DIN-10242262), Independent Director (DIN-10242262) was appointed as Member of Audit Committee on 31^st August 2023.

â¢ Mr. Satish Kumar Avasthi (DIN-10242262), Independent Director (DIN-10242262) was appointed as Chairman of Audit Committee on 9^th November 2023.

â¢ Mr. Anis Ahmad Quraishi, Independent Director (DIN-09273102), Independent Director resigned from Audit Committee on 07^th August 2023.

â¢ Ms. Prachi Narula, Independent Director (DIN-08502922) resigned from Chairman position on 09^thNovember 2023.

â¢ Ms. Rashmi Sharma, Independent Director (DIN-10383903) was appointed as Member of Audit Committee on 9^th November 2023.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE AND ITS COMPOSITION:

The company has duly established stakeholder & Relationship Committee meeting on 7^th October 2023 & 9^thNovember 2023.

Name of Director	Designation	Number of Meetings which directors were entitled to attend	No. of Meetings attended
Mr. Harish Kumar Agarwal	Member	2	2
Ms. Prachi Narula	Chairman	1	1
Ms. Rashmi Sharma	Member	1	1
Mr. Satish Kumar Avasthi	Chairman	1	1

â¢ Mr. Satish Kumar Avasthi, Independent Director (DIN-10242262) was appointed as Chairman of commitee on 9^th November 2023.

â¢ Ms. Prachi Narula, Independent Director (DIN-08502922) resigned from Directorship & committee membership on 09^th November 2023.

â¢ Ms. Rashmi Sharma (DIN-10383903) was appointed as member of commitee on 9^th 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 8^th April 2023, 7^th August 2023, 31^st August 2023, 9^th November 2023, 7^th March 2024.

Name of Director	Designation	No. of Meetings attended
Ms. Prachi Narula	Chairman	4
Mr. Harish Kumar Agarwal	Member	3
Mr. Satish Kumar Avasthi	Chairman	3
Ms. Rashmi Sharma	Member	1
Mr. Anis Ahmad Quarishi	Member	1

â¢ Mr. Satish Kumar Avasthi (DIN-10242262) was appointed as Chairman of committee on 7^th August 2023.

â¢ Mr. Anis Ahmad Quraishi (DIN-09273102) resigned from committee membership poistion on 07^th August 2023.

â¢ Ms. Prachi Narula (DIN-08502922) resigned from committee chairman position on 09^th November 2023.

â¢ Ms. Rashmi Sharma (DIN-10383903) was appointed as member of committee on 9^th 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 29^th 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 18^th 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 9^th 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 12^th 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.

(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 27^th 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-

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Sr. No.	Relevant Provision for Compliance Requirement	Observation made by company secretary in practice	Management Comments
1.	Regulation 33 Delay in filing of Unaudited Financial Results for Quarter ended 31^st March 2023 & 30th June 2023	1. Delay in filing of Unaudited Financial Results for Quarter ended 31^stMarch 2023 & 30th June 2023 due to Fraud reported in the Company which was duly intimated to the stock exchange and there was no other reason for the same. Further, the Company has paid all the penalties levied by the stock exchange for the late filing of the said Financials.	Delay was due to Fraud reported in the Company by one of the employee the company was not able to file financial results for quarter ended 30^th June 2023 which was duly intimated to the stock exchange and there was no other reason for the same. Further, the Company has paid all the penalties levied by the stock exchange for the late filing of the said Financials.
2.	Regulation 6(1) Noncompliance with requirement to appoint a qualified company secretary as the compliance officer.	The company was not in compliance with Regulation 6(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding the filling of the vacancy in the office of the Compliance Officer.	The management was not able to find suitable person for the same. As soon as the noncompliance was brought to light the company had appointed Ms. Avneet Kaur as Company Secretary w.e.f 1^stSeptember 2023.
3.	Regulation 26(a)(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	The company was not in compliance with Regulation 26(a)(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding the filling of the vacancy in the office of the Chief Financial Officer.	The company was not able to find a suitable person & constantly was in search of finding the same and on 7^thMarch 2024 the company had appointed Mr. Vijay Kumar Sharma as CFO of the company.
4.	Structure Digital Database (SDD) PIT-Regulations	The company had not maintained the Structured Digital Database (SDD) before August 2, 2023. However, since then, the company has established the SDD and made all necessary entries into the software. According to the current Compliance Officer, the BSE has inspected the SDD compliance, and as a result of this inspection, the noncompliance status with the SDD has been resolved by the BSE	However due to fraud reported in the company the company was not able to maintain the same. However on 2^nd August 2023 the company has purchased insiderlens sdd software & all entries been done in the software. The BSE has inspected the SDD compliance, and as a result of this inspection, the non-compliance status with the SDD has been resolved by the BSE.

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 31^st 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 31^st March 2023. The initial disclosure was made to stock exchange on 25^th May 2023 and the final disclosure was made on 17^th 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 202324, 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 Y ear 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

â¢ The financial statements of the Company are placed on the Company''s website www.envair.in.

â¢ The directors'' responsibility statement as required by section 134(5) of the Act, appears in this report.

â¢ There is no change in the nature of business of the Company during Financial Year 2024.

â¢ 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.

For Envair Electrodyne Limited

Date:30-08-2024

Place:Pune Sd/- Sd/-

Harish Kumar Agarwal Anil Nagpal

Director Managing Director

DIN: 02185002 DIN: 01302308

Mar 31, 2023

Your Directors hereby present the 41^st Annual Report on the Business and Operations together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023 ("FY 202223").

1. FINANCIAL HIGHLIGHTS:

The financial figures for the year under review along with previous financial year are given below:

Particulars	Current Year	Previous Year
	2022-23	2021-22
Income Earned During the year	1,44,48,610	48,599,526
Profit before Taxes & Other adjustments	(58,86,083)	(7,704,064)
Exceptional item	8,37,49,999	-
Profit before Taxes	7,78,63,916	(7,704,064)
Less Provisions for Taxes
Less Current Tax	1,70,46,536
Add/ (Less) Deferred Tax
Profit for the period	6,08,17,380	(7,704,064)
Add: Item not classified to profit & loss	-	(36,813)
Total Comprehensive Income	6,08,17,380	(7,740,877)

2. REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of Rs. 14,448,610 (One crore forty four lakhs forty eight thousand six hundred and Ten Only). The Profit after tax was Rs. 60,817,380 (Six Crores Eight lakhs Seventeen Thousand Three Hundred and Eighty Only) as against loss of Rs. 77,04,064 (Seventy-Seven Lakhs Four Thousand and Sixty-Four Only) in the previous year. The Company''s profit can be attributed to exceptional item - sale of leasehold rights. The Company has also recorded loss of Rs. 19,115,549 due to fraud which was detected post balance sheet date and has now been fully provided for.

3. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business activities or operations of the Company during the financial year under review.

4. DIVIDEND:

Your Directors do not recommend any dividend for the FY 2022-23.

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 2022-23, there was no change in the Authorized Share Capital of the Company. The Authorised Share Capital of the Company as on March 31, 2023 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 2022-23, 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, 2023, 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 2022-23, 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:

The Annual Return of the Company in Form MGT-7 for the FY 2022-23, as required under Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 will available on the website of the Company and can be accessed at http://www.envair.in/

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

List of Directors as on 31^st March 202.3

S.no	Name	Designation	DIN
1	ANIL NAGPAL	Managing Director	01302308

2	HARISH KUMAR AGARWAL	Director	02185002
3	PRACHI NARULA	Independent Director	08502922
4	ANIS AHMAD QURAISHI	Independent Director	09273102

Changes During the Financial Year 2022-23

There were no changes in the directorship of the company in the reporting financial year.

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. Anil Nagpal (DIN: 01302308) Managing Director, who is liable to retire by rotation at the ensuing Annual General Meeting ("AGM"), being eligible, offers himself for re-appointment.

Declaration from Independent Directors:

Remuneration to Non-Executive Directors

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, 2023:

Sr.

No.

Name of the KMP

Designation

1.	Mr. Anil Nagpal	Chairman & Managing Director
2.	Mr. Abhimanyu Singh	Chief Financial Officer, Company Secretary & Compliance Officer : (Resigned from April 08, 2023)

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;

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:

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, 7 (Seven) Board Meetings were held i.e. on May 7, 2022, May 23, 2022, August 16, 2022, August 27, 2022, September 7 2022, November 14, 2022 and February 14, 2023. 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:

Sr. No.	Name of Directors	Category	No. of Board Meetings attended
1	Mr. Anil Nagpal	Chairman & Managing Director	7
2	Mr. Harish Kumar Agarwal	Director	7
3	Mr. Anis Ahmad Quraishi	Independent Director	7
4	Ms. Prachi Narula	Independent Director	7

13. 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 2022-23, the Committee met 4 (Four) times i.e. on May 7, 2022, August 16, 2022, November 14, 2022 and February 14, 2023.

The composition of the Committee and attendance details for the meetings held during FY 2022-23, is as follows:

Name of Director	Designation	No. of Meetings attended
Ms. Prachi Narula	Chairman	4
Mr. Harish Kumar Agarwal	Member	4
Mr. Anis Ahmad Quraishi	Member	4

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.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE AND ITS COMPOSITION:

The company has duly established stakeholder & Relationship Committee meeting.

Name of Director	Designation	No. of Meetings attended
Ms. Prachi Narula	Chairman	1
Mr. Anis Ahmad Quraishi	Member	1
Mr. Harish Kumar Agarwal	Member	1

NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:

Name of Director	Designation	No. of Meetings attended
Ms. Prachi Narula	Chairman	2
Mr. Anil Nagpal	Member	2
Mr. Harish Kumar Agarwal	Member	2

14. DETAILS OF FAMILIARIZATION PROGRAMME

15. MANAGEMENT DISCUSSION & ANALYSIS:

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 as the business growth is slow. Since the takeover of the Company by the new management, they have been on the lookout for newer opportunities. Measures to achieve cost reduction and competitive sales price have been initiated for certain product lines which are being continued. These actions are expected to provide contribution.

Further, to improve return on equity and capital employed the Company, the Company have decided to invest the surplus cash into a business in Indonesia and the process for approval of the same by the members of the Company is underway. The Company is also looking at setting up contract manufacturing for certain products in India.

In view of this, preparation of financial statements on the assumption that the Company is a going concern is appropriate.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

During the FY 2022-23, 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

17. RISK MANAGEMENT:

The Company has implemented a comprehensive Risk Management Policy aimed at proactively identifying, analyzing, and mitigating risks that may impact its operations and objectives. The Board of Directors consistently engages in a detailed exercise to identify these risks and define appropriate measures for their control and mitigation, following a well-defined procedure.

The Board and the Audit Committee periodically reviews the risks associated with the Company and recommend steps to be taken to control and mitigate the same through a properly defined framework.

The Risk Management Policy can be accessed on the website of the Company at chrome- www. envair.in

18. 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.

19. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

20. 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 29^thSeptember 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.

The Company has obtained written consent and a certificate from M/s. Vipul M. Shah & Associates. 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.

During the year under review, the Statutory Auditors have confirmed that instance of fraud was reported to the Audit Committee, in accordance with Section 143(12) of the Act.

21. 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 30^th June 2023 were also delayed which has resulted in a penalty levied by the Bombay Stock Exchange.

22. INTERNAL AUDITOR:

S.M. Bhat & Associates Chartered Accountant are the Internal Auditor of the Company.

23. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Audit Committee in co-ordination with the Board evaluates the Internal Financial Control Systems and strives to maintain the appropriate Standards of Internal Financial Control. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this Annual Report.

24. SECRETARIAL AUDITORS AND THEIR REPORT:

Mrs. Tanu Sharma, Company Secretary in Practice having Membership no. FCS 21041 was appointed to conduct the Secretarial Audit of the Company for the F.Y. 2022-23 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. 2022-23 is annexed to this report.

25. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE-

(i) By the Statutory Auditor in his report;

Audit Qualification

II (1)

a. Details of Audit Qualification:

b. We draw attention to Note no. 33.2.25 in Financial Statements regarding the fraud amounting to Rs. 1,91,15,549/- was identified during the year. Amounts reflecting year-wise fraud is reflected in the table below-

Financial Year (F. Y.)

Amount (Rs.)

	FY 2020-21	22,48,467
	FY 2021-22	67,77,123
	FY 2022-23	79,22,459
	FY 2023-24 (May 2023)	21,67,500
	Total	1,91,15,549
Out of the above, Rs.22,48,467 for FY 2020-21 and Rs. 67,77,123 for FY 2021-22 have not been restated with the impact of prior period fraud as per the requirement in Ind AS 8 âAccounting Policies, Changes in Accounting Estimates and Errorsâ., The Company has additionally debited an amount of Rs. 72,88,422 (Refer Note no. 33.2.22) pertaining to FY 2021-22 as prior period expense. This amount has not been restated in the Financial Statement as per the requirement of Ind AS 8 âAccounting Policies, Changes in Accounting Estimates and Errorsâ. As per Ind AS 8 âAccounting Policies, Changes in Accounting Estimates and Errorsâ, the Loss of the previous year 2021-2022 is understated by Rs. 1,40,65,545 (Rs. 67,77,123 (Fraud of FY 2021-22) Rs. 72,88,422 (prior period item debited in FY 2022-23). The resultant Total loss for the previous year would be Rs. 2,18,06,422. As per Ind AS 8 âAccounting Policies, Changes in Accounting Estimates and Errors, the opening reserve as on 01.04.2021 is understated by (Rs. 22,48,467) fraud pertaining to FY 2020-21. The resultant opening reserve would be (Rs. 8,29,42,833). Rs. 21,67,500 (fraud of FY 2023-24) is debited to the Profit & Loss account of FY 2022-23. This should be charged to Profit & loss account for the Year 2023-24. The profit for the year 2022-23 is thereby understated by Rs. 21,67,500.
c. Type of Audit Qualification: Qualified Opinion
d. Frequency of Qualification: 1^st Time
e. For Audit Qualification (s) where the impact is quantified by the Auditor Management''s Views: The Company has identified the financial fraud in the current year FY23-24 prior to finalization of FY22-23 accounts. The same has been accounted for in the year FY22-23 only (including amounts debited in FY23-24). The IndAS 8 states: Prior period errors are omissions from, and misstatements in, the entity''s financial statements for one or more prior periods arising from a failure to use, or misuse of, reliable information that: (a) was available when financial statements for those periods were approved for issue; and (b) could reasonably be expected to have been obtained and taken into account in the preparation and presentation of those financial

	statements. The management if of the opinion that since the fraud was detected only in FY23-24 this does not fall under the definition of prior period errors as per Ind AS 8.
	f. For Audit Qualification(s) where the impact is not quantified by the Auditor, Managements View: NIL
II (2)	a. Details of Audit Qualification: Note no. 33.2.17, 33.2.18 & 33.2.27 in financial statements stating that the balances of parties under head Trade receivable, Trade payable, Advances and Deposits are subject to confirmation and reconciliation. Financial impact of the same has not been ascertained by the management. In view of this, we were unable to determine whether any adjustments are necessary in respect of the same.
	b. Type of Audit Qualification: Qualified Opinion
	c. Frequency of Qualification: Recurring
	d. For Audit Qualification (s) where the impact is quantified by the Auditor Management''s Views: NIL
	e. For Audit Qualification(s) where the impact is not quantified by the Auditor: The Company is in the process of getting the confirmations and reconciling the same, if required. The Management if of the opinion that debtor balances, advances have been provided to the extent of all long overdue balances except identified debtors wherein recovery is in process. Since, the chief accountant has been arrested due to the fraud incident, we have difficulties in collating the required information for audit purposes. The management feels no material provision is required for the same.
II (3)	a. Details of Audit Qualification: Note no. 33.2.4 in financial statements stating that the opening inventories of Rs. 45,69,253 as on 01.04.2022 consisting of - Raw Material Rs. 24,88,755 Finished goods Rs. 20,80,498 was sold to Rajesh Enterprise in June 2023 for - Raw Material Rs. 4,00,000 Finished goods Rs. 4,47,500 Accordingly, Closing inventories valued at Rs. 38,28,153/- as on 31.03.2023 includes Net Realizable Value of Opening inventories amounting to Rs. 8,47,500 (Cost Rs. 45,69,253).
	b. Type of Audit Qualification: Qualified Opinion
	c. Frequency of Qualification: 1^st Time

	d. For Audit Qualification (s) where the impact is quantified by the Auditor Management''s Views: NIL
	e. For Audit Qualification(s) where the impact is not quantified by the Auditor, Managements View: The Company has followed the requirements of Ind-AS2 - Valuation of Inventory. As on 31 March 2023, the Company has valued the inventory at cost or NRV, whichever is lower and as on the date of signing of the financial statements, the entire inventory has been sold at higher than the carrying value as on 31 March 2023.
II (4)	a. Details of Audit Qualification: We draw attention to Note no 33.2.7 in financial statements stating that Net block of Vehicle as on 31.03.2022 was Rs. 2 (Rupees Two). Physical verification of the same has not been done by us as the Asset was not in possession of the Company as the same was fully depreciated and sold before 2018 as confirmed by the management. Looking at value of the Asset, the accounts of earlier years have not been reinstated.
	b. Type of Audit Qualification: Qualified Opinion
	c. Frequency of Qualification: 1^st Time
	d. For Audit Qualification (s) where the impact is quantified by the Auditor Management''s Views: NIL
	e. For Audit Qualification(s) where the impact is not quantified by the Auditor, Managements View: The Management is of the opinion that the fixed assets were sold before the takeover of the Company by the current management. The Rs. 2 Net Book Value was inadvertently carried in the books of the Company and now has been written off.

(ii) Rv thp Secretarial Auditor in hpr sprrptarial audit rpnnrt:

Sr.

No.

Relevant Provision for Compliance Requirement

Observation made by company secretary in practice

Management Comments

Regulation 6(1) Non-compliance with requirement to appoint a qualified company secretary as the compliance officer.

The Company has complied with the Regulation and paid the fine imposed by BSE.

As soon as the noncompliance was brought to light it was made good and fine was paid to the stock exchange

26. 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.

27. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS:

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

29. 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.

30. PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review is attached herewith as "Annexure II" to 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 2023-24 to the said Stock Exchange.

33. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2023, the Company does not have any Subsidiary, Associate and Joint Venture company. Therefore, the preparation of consolidated financial statements and the statement containing salient features of the Subsidiary, Associate and Joint Venture companies in Form AOC-1, as required under Section 129 of the Act, is not applicable to the Company. Furthermore, during the year under review, no Company ceased to be a subsidiary, associate and joint of the Company.

There was a fraud unearthed by the company while finalizing the accounts of the Company for the financial year ending 31^st March 2023. The initial disclosure was made to stock exchange on 25^th May 2023 and the final disclosure was made on 17^th 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 2022-23, to which this financial statement relates, and the date of this report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

36. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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.

ACKNOWLEDGEMENT:

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.

For and on behalf of the Board of Directors,

SD/- SD/-

ANIL NAGPAL HARISH AGARWAL

MANAGING DIRECTOR DIRECTOR

DIN: 01302308 DIN: 02185002

Date 31^st August 2023

Mar 31, 2015

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

Mar 31, 2014

Dear Members,

The Directors present the Company''s Annual Report and Accounts for the year ended on 31.3.2014:

FINANCIAL RESULTS : Current Previous Year Year Rupees Rupees

Sales & Other Income 5,86,44,502 9,45,90,495

Profit/(Loss) after depreciation 4,19,934 82,56,302 but before Income Tax and Appropriations.

Amount available for appropriation 4,19,934 82,56,302

Less: Appropriations : - -

1. Provision for taxation (6,61,552) 8,66,653

2. Proposed Dividend - 21,28,000

3. Provision for tax on proposed Dividend - 3,61,760

Balance transferred to Balance Sheet 10,81,486 48,99,889

DIVIDEND :

Due to inadequacy of profits, the Board has not recommended any dividend during the current year.

MANAGEMENT DISCUSSION AND ANALYSIS:

COMPANYPERFORMANCE

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 by Auditors 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 profit & loss statement.

DIRECTORS'' 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 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 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.

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, SAFETY AND 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, Technology Absorption, Foreign Exchange Earnings and Outgo are given in the Annexure ''A'' to this 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 alongwith the 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,

SHRIPAD MIRASHI CHAIRMAN & MANAGING DIRECTOR

Place : Pune Date : 28.05.2014

Mar 31, 2013

The Directors present the Company''s Annual Report and Accounts for the year ended on 31.3.2013:

FINANCIAL RESULTS: Current Previous Year year Rupees Rupees

Sales & Other Income 9,45,90,495 8,54,68,754

Profit/(Loss) after depreciation 82,56,302 41,84,686 but before Income Tax and Appropriations.

Amount available for appropriation 82,56,302 41,84,686

Less: Appropriations:

1. Provision for taxation 8,66,653 14,73,607

2. Proposed Dividend 21,28,000 21,28,000

3. Provision for tax on proposed 3,61,760 3,61,760

Dividend

Balance transferred to 48,99,889 2,21,319

Balance Sheet

DIVIDEND :

Your Directors have recommended a dividend on the equity share capital @ 7% (Rs.0.70 per equity share).

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

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 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 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 Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. 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. 5,45,176/- 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, 2013.

ENVIRONMENT, SAFETY AND 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'' to this 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:

Resignation of Director:

Mr Satishchandra Soman, Director resigned from the Board with effect from T February, 2013.

The company wishes to place on record its sincere appreciation for the valuable guidance given by him during his tenure as a Director.

AUDITORS:

Auditors of the Company M/s P. G. Bhagwat, Chartered Accountants, Pune, will retire in the ensuing Annual General Meeting. They are eligible for re-appointment.

ACKNOWLEDGEMENT:

Your Directors thank the 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,

SHRIPAD MIRASHI

Place : Pune CHAIRMAN &

Date : 29.05.2013 MANAGING DIRECTOR

Mar 31, 2012

The Directors present the Company's Annual Report and Accounts for the year ended on 31.3.2012:

FINANCIAL RESULTS: Current Previous Year year Rupees Rupees Sales & Other Income 8,54,68,754 6,18,20,625

Profit/(Loss) after depreciation 41,84,686 61,76,774 but before Income Tax and Appropriations.

Amount available for appropriation 41,84,686 61,76,774

Less: Appropriations :

1. Provision for taxation 14,73,607 24,36,874

2. Proposed Dividend 21,28,000 21,28,000

3. Provision for tax on proposed 3,61,760 3,61,760 Dividend

Balance transferred to 2,21,319 12,35,140 Balance Sheet

DIVIDEND:

Your Directors have recommended a dividend on the equity share capital @ 7% (Rs. 0.70 per equity share).

MANAGEMENT DISCUSSION AND ANALYSIS:

COMPANY PERFORMANCE

Clean Air Equipments & Oil Cleaner sale registered more than 72% increase in sale compared to previous year. Workstation sale had a 21% decline.

Packaged Heat Exchangers for compressors were manufactured for first time & exported through agency to UK.

Multi disciplined project involving clean air equipments, workstations & oil cleaners was successfully completed for Naval Dockyard, Mumbai.

Order booking showed a decline in the 1st quarter of current year, however, we are hopeful to restore normal position by the end of the year.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

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 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 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 Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. 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. 14,02,380/- worth of Electrostatic Hydraulic Oil Cleaners, HV Power Pack, Filter Paper set to UAE, Srilanka & Bangladesh.

The company manufactured Packaged Heat Exchangers for compressors & exported them as Deemed exports of Rs. 145/- lacs.

DEPOSITS:

No deposit remained unclaimed after maturity, as on 31st March, 2012.

ENVIRONMENT, SAFETY AND 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, Technology Absorption, Foreign Exchange Earnings and Outgo are given in the Annexure 'A' to this 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.

AUDITORS:

Auditors of the Company M/s P. G. Bhagwat, Chartered Accountants, Pune, will retire in the ensuring Annual General Meeting. They are eligible for re-appointment.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors,

SHRIPAD MIRASHI CHAIRMAN & MANAGING DIRECTOR

Place : Pune Date : 8.6.2012

Mar 31, 2011

Dear Members,

The Directors present the Company's Annual Report and Accounts for the year ended on 31.3.2011:

FINANCIAL RESULTS: Current Previous

Year year

Rupees Rupees

Sales & Other Income 6,18,20,625 6,89,17,768

Profit/(Loss) after depreciation 61,76,774 65,19,472

but before Income Tax and Appropriations.

Amount available for appropriation 61,76,774 65,19,472

Less: Appropriations:

1. Provision for taxation 24,51,874 28,36,618

2. Proposed Dividend 21,28,000 15,20,000

3. Provision for tax on proposed 3,61,760 2,58,248 Dividend

Balance transferred to 12,35,140 19,04,606

Balance Sheet

DIVIDEND:

Your Directors have recommended a dividend on the equity share capital @ 7% (Re.0.70 per equity share).

MANAGEMENT DISCUSSION AND ANALYSIS:

COMPANY PERFORMANCE

Workstations sale registered more than 40% increase in sale compared to previous year. Clean Air sale had a negligible growth.

Order booking in the 4* quarter in the last year registered an impressive rise. An export order of Rs.290 lacs for manufacture of Packaged Heat Exchangers boosted orders in hand. This would ensure growth in sales & profits for the current year.

Company continued to get repeat business due to customer satisfaction. New regions will be added to increase sales in various market segments.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

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 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 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 Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. 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. 8,28,040/- worth of Electrostatic Hydraulic Oil Cleaner, HV Power Pack, Filter Paper set to UAE, Srilanka & Bangladesh.

DEPOSITS:

No deposit remained unclaimed after maturity, as on 31" March, 2011.

ENVIRONMENT, SAFETY AND 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, Technology Absorption, Foreign Exchange Earnings and Outgo are given in the Annexure A' to this 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:

Resignation of Director:

Mr Jagmohan Kaul, Director resigned from the Board with effect from 22nd December, 2010.

The company wishes to place on record its sincere appreciation for the valuable guidance given by him during his tenure as a Director.

Appointment of Additional Director:

Dr P.S.Karmarkar has been appointed as an Additional Director, with effect from 30th April. 2011.

The above Director will hold office until the ensuing Annual General Meeting of the Company. He is eligible for re- appointment.

The brief resume and other details related to Dr Karmarkar, Director, are furnished along with the Explanatory Statement to the Notice convening the ensuing Annual General Meeting.

AUDITORS:

Auditors of the Company M/s P. G Bhagwat, Chartered Accountants, Pune, will retire in the ensuing Annual General Meeting. They are eligible for re-appointment.

ACKNOWLEDGEMENT:

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

For and on behalf of the Board of Directors,

SHRIPAD MIRASHI Place : Pune CHAIRMAN &

Date : 25.06.2011 MANAGING DIRECTOR

Mar 31, 2010

The Directors present the Companys Annual Report and Accounts for the year ended on 31.3.2010:

FINANCIAL RESULTS : Current Previous Year year

Rupees Rupees

Sales & Other Income 6,89,17,768 5,29,23,351

Profit/(Loss) after depreciation 65,19,472 (14,96,144)

but before Income Tax and Appropriations.

Amount available for appropriation 65,19,472 (14,96,144)

Less: Appropriations :

1. Provision for taxation 28,36,618 1,80,000

2. Proposed Dividend 15,20,000 -

3. Provision for tax on proposed 2,58,248 - Dividend

Balance transferred to 19,04,606 (1,676,144)

Balance Sheet

DIVIDEND :

Your Directors have recommended a dividend on equity share @ 5% (Re.0.50/- per equity share).

MANAGEMENT DISCUSSION AND ANALYSIS:

COMPANY PERFORMANCE

Overall recession in the market & particularly for auto sector till end of 3rd Quarter affected the performance.

Compared to previous year, Clean Air sales registered a negligible rise. Laboratory Furniture & Electronic Workstations declined by 3% in sales. Electrostatic Oil Cleaners also declined by 20% in sales.

However, the Order book position compared to previous year showed 100% increase to ensure better performance in the 1st quarter of 2010-11.

As a further step to reduce non performing assets, the Company sold part of unused land to pay off bank loan & part of loan from Promoters. This would reduce interest costs & the Company has zero external loans. Part of the funds will be used to buy new machines & equipment.

The Company changed method of depreciation to WDV from straight line in the earlier years. This would give depreciation values closer to those charged by Income Tax. This would also result in reduction of depreciation cost in next few years.

Referring to the qualification by Auditors at Point No. 4 (vi)(b), Management views are as under:

- Schedule 12 ( C ) items 6 & 7 explain about debtors

- Deposits given to die manufacturers are for profiles we sometime buy for our production.

- Recovery of Income Tax refunds is being pursued.

Hence, these current assets are either recoverable or useful.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

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 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 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 Companies Act, 1956 and in the Listing Agreement with the Stock Exchanges. Necessary measures were takenduring 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. 81,372/- worth of Electrostatic Media Filter (Paper set and High Voltage Transformer) & Membrane Filter to Indonesia & UAE.

DEPOSITS:

No deposit remained unclaimed after maturity, as on 31st March, 2010.

ENVIRONMENT, SAFETY AND 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, Technology

Absorption, Foreign Exchange Earnings and Outgo are given in the Annexure `A to this 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.

AUDITORS :

Auditors of the Company M/s P. G. Bhagwat, Chartered Accountants, Pune, will retire in the ensuing Annual General Meeting. They are eligible for re-appointment.

ACKNOWLEDGEMENT :

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

On behalf of the Board of Directors

Place : Pune SHRIPAD MIRASHI Date : 31.05.2010 CHAIRMAN & MANAGING DIRECTOR

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