REPORT ON CORPORATE GOVERNANCE:
1. Company's Philosophy:
The Company's philosophy of Corporate Governance aims at establishing & practicing a system of good Corporate Governance which will assist the management in managing the Company's business in an efficient and transparent manner, towards fulfilling the corporate objectives and to meet the obligations & interest of the Shareholders.
2. Board of Directors:
a) Composition of the Board :
The composition of Board of Directors during the period under review and their attendance at the Board meetings and number of other directorships and Committee Memberships held by them are given below:
b) No. of Board Meetings:
During the period under review, i.e. 1st April, 2013 to 31st March, 2014, 06 Board Meetings were held. The meetings were held on: 1. 29.04.2013, 2. 29.05.2013, 3. 30.07.2013, 4. 29.10.2013, 5. 29.01.2014, 6. 29.03.2014
c) Directors Attendance Record & Directorship held :
The information on composition of the Board as on 31st March, 2014, category of Directors, attendance at Board Meetings held during the yearand atthe last Annual General Meeting, directorships in otherpublic Companies and Committees of other public Companies of which the Director is a Member/Chairman is as under.
e ) Information supplied to the Board :
• Review of Annual Operating Plans of Business, Capital budgets, Updates Quarterly Results of the Company & its operating divisions.
• Minutes of Meetings of Audit Committee & other Committees.
• Materially important show cause, demand, prosecution & Penalty Notice Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
• Any material relevant default in financial obligations to & by the Company or substantial non payment for goods sold by the Company.
• Any issue which involves possible public or product liability claims of substantial nature.
• Details of any Joint Venture or Collaboration Agreement
• Transactions that involve substantial payment towards goodwill, brand equity or intellectual rights.
• Significant labour problems & their proposed solutions.
• Significant development in human resources & industrial relation fronts
• Sale of material nature of investments, subsidiaries, assets which is not in the normal course of business.
• Quarterly details of foreign exchange exposures and the steps taken by Management to limit the risks of adverse exchange rate movement and
• Non Compliance of any regulatory, statutory provision or listing requirements as well as Shareholders service such as non payment of dividend and delay in share transfer.
3. Audit Committee:
The composition or name and Chairman of Audit Committee and their attendance at its meetings during the period under review was as given below:
During the period under review, the Audit Committee Meetings were held on 29.05.2013, 30.07.2013, 29.10.2013, 29.01.2014
The Audit Committee meetings are attended by the Executive Directors, Non-Executive Directors and the Auditor. Ms Meena Joglekar, Director & Company Secretary acts as the Secretary of the Committee.
b) Terms of Reference:
The role and terms of reference of the Audit Committee covers the areas mentioned under Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956 besides other terms as may be referred by the Board of Directors. These include oversight of Company's financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible, reviewing annual and quarterly financial statements with management before submission to the Board, reviewing the adequancy of internal control systems and performance of external and internal auditors with management.
4. Remuneration Committee:
The Company has not set up a Remuneration Committee. The Board of Directors decides the Remuneration of the Executive Directors in accordance with the provisions of the Companies Act, 1956, subject to the approval of the Shareholders.
The Board also decides the commission payable to the Executive Directors on determination of the profits for the financial year, within the ceiling prescribed under the Companies Act, 1956.
The Remuneration for the Non-Executive Directors is decided by the Board of Directors based on their attendance & contribution at the meetings.
During the last three years there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to capital markets.
6. Means of Communications:
1. The Quarterly/Half Yearly Results are published in widely circulating national & local dailies such as Free Press Journal (in English) & Navshakti(in Marathi)on 1.8.2013,31.10.2013,31.01.2014& 30.5.2014as per the Listing requirements.
2. Management discussions and Analysis Report forms part of this Annual Report.
7. General Shareholders Information
Annual General Meeting:
Date and Time : 29th September, 2014 at 10.30 a.m. Venue : Regd. Office of the Company
117 'S' Block, MIDC, Bhosari, Pune 411 026
Financial Calendar: Financial year 1st April, 2013 to 31st March, 2014
During the year the results were announced as under:
First Quarter :29.05.2013
Second Quarter: 30.07.2013
Third Quarter :29.10.2013
Fourth Quarter: 29.01.2014
Record Date :
24.9.2014 to 29.9.2014
Listing on Stock Exchanges:
The Company's Shares are listed on:
The Stock Exchange, Mumbai
Security Code: 17389
8. A) Share Transfer System
The Company's Shares are traded on the Stock Exchange in Demat as well as Non-Demat mode.
The Company does not have an In house Share Transfer facility. For Non-Demat Shares, the work relating to Share transfers has been delegated to Company's Registrars & Share Transfer Agents, Universal Capital Securities Pvt. Ltd., 21, Shakil Niwas, Mahakali Caves Road.Andheri (E), Mumbai 400093.
For Demat Shares, the Company is registered with both the depositories namely, NSDL & CDSL.
B) Dematerialisation of Shares
As on 31st March, 2014, 88.40% of the total Equity capital of the Company, was held in dematerialized form.
9 . Details of Plant Location:
Plant Address: 117, 'S' Block, MIDC Bhosari, Pune 411 026
10 . Address for Correspondence:
Envair Electrodyne Ltd. 117 S' Block, MIDC Bhosari, Pune 411 026
Declaration under Clause 491 (D) (II) by the Managing Director of Affirmation by the Board of Directors & senior Management of compliance with the Code of Conduct.
I, Shripad R. Mirashi, Chairman & Managing Director of the Company, do hereby declare that all the Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management of Envair Electrodyne Ltd made effective from 1 st April, 2005.
CHAIRMAN & MANAGING DIRECTOR
Date : 28.05.2014