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Directors Report of Envair Electrodyne Ltd.

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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