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<dhhead>DIRECTOR’S REPORT </dhhead>
Dear Members,
Your Directors are pleased to present the 72nd Annual Report
covering the operational and financial performance of your Company along with the Audited
Financial Statements of the Accounts for the Financial Year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:
The Company’s Financial Performance for the year under review
is given hereunder:
Particulars |
Year ended 31st March, 2023
Rs. |
Year ended 31st March, 2022
Rs. |
Revenue from Operations |
19,13,21,800 |
7,34,46,900 |
Other Income |
36,59,100 |
30,19,400 |
Total Revenue |
19,49,80,900 |
7,64,66,300 |
Expenditure other than depreciation |
14,90,39,500 |
6,26,80,800 |
Profit before tax and depreciation |
4,59,41,400 |
1,03,08,900 |
Depreciation |
18,61,300 |
17,38,300 |
Profit before Extraordinary items and tax |
4,40,80,100 |
1,20,47,200 |
Reversal of Provision of Doubtful Debts |
33,24,000 |
- |
Tax Expense |
1,07,74,100 |
38,13,800 |
Profit after tax |
3,66,30,000 |
82,33,400 |
Equity Share Capital |
2,74,40,000 |
1,37,20,000 |
Earnings per share in Rs. |
13.35 |
6.00 |
2. COMPANY’S PERFORMANCE & OPERATIONS:
During the year under review, the income from operations of your
Company was Rs. 19,13,21,800/- as against Rs. 7,34,46,900/- during the Previous Year. Your
Company recorded a growth by 160.48% as compared to previous year.
3. DIVIDEND:
The Board of Directors of the Company has declared a Final Dividend of
Rs. 2/- (Rupees Two Only) per equity share for the Financial year ended 31st March, 2022
after the approval of shareholders at its Annual General Meeting held on 28th
September, 2022.
Further, the Board of Directors of the Company is pleased to recommend
a dividend of 20% i.e. Rs. 2 per equity share for consideration of the shareholders at the
forthcoming Annual General Meeting and this is payable to those Shareholders whose names
appear in the Register of Members as on the Book Closure / Record Date, if approved by the
shareholders.
4. RESERVES:
The Board of Directors of your Company has decided not to transfer any
amount to the Reserves for the year under review.
5. STATE OF THE COMPANY’S AFFAIRS:
Your Company is in the field of repair and maintenance of large Motors,
Generators, and Transformers. All industries need these three products. Heavy industries
require the Larger Electrical Machines. As these machines get older the scope for the
repair and maintenance increases in an exponential manner.
The routine work of regular overhaul and repair is getting very
competitive. Your Company is branching out into allied fields closely associated with our
three heavy electrical products of large Motors Generators and Transformers.
At present we are doing the site work of a large hydro generator for
which we had already supplied the material last year. We are also executing the repair
work for a large Pumped Storage Motor / Generator Project. Your company is looking to work
with marketing agencies that can procure technically challenging high value orders and
with limited competition.
6. HUMAN RESOURCES:
Evans is a group which grows along with its people. We provide open and
friendly culture encouraging not only growth of an individual but also that of a team
which eventually cascades into the growth of the organization. Evans is a place where
people have remained committed for long periods not only for rewards and recognition but
also because they feel part of the family- a community, a place where teammates go the
extra mile and work with and each other. Employees have easy accessibility to the senior
management through open door policy and are given adequate exposure to explore innovative
ideas and pursue novel concepts.
Growth is performance driven and is dependent on the ability of the
individual to take initiative and assume higher responsibilities. Demonstrating
outstanding work ethics in the course of performing daily activities, contributing beyond
identified team role and responsibilities help in faster career progression. It is very
important for us to ensure that employee morale is high and they feel a sense of pride and
belonging to the organization. Human resource team plays a crucial role by motivating,
retaining and charting out growth path for employees.
Building and consolidating our talent pool has always been one of the
top priorities and we have been successful in attracting varied talent that brings sound
expertise, new perspectives and infectious enthusiasm. Evans has a strong presence in the
market and attracts the best talent in the market. We believe that the ultimate identity
and the success of our organization depend largely on sourcing candidates who complement
our culture and share our values.
7. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED
DURING THE YEAR:
The Board of your Company consists of 5 Members of whom 2 are Executive
Directors and 3 are Non-Executive Directors including 2 Independent Directors.
During the year under review, the following changes took place in the
composition of Board of Directors:
CHANGE IN DESIGNATION:
During the year under review, there was change in designation of Mr.
Krishna Pal Singh from Additional Independent Director to Independent Director of the
Company pursuant to the resolution passed in the Annual General Meeting dated 28/09/2022.
RETIRE BY ROTATION:
Pursuant to Sections 149, 152 and other applicable provisions of the
Companies Act 2013 one third of the directors of the Company are liable to retire by
rotation and if eligible they can offer themselves for the re-appointment. In this Annual
General Meeting Iyleen Matilda Fernandes (DIN: 01322540), Whole Time Director of the
Company is liable to retire by rotation and being eligible to offer herself for
re-appointment.
8. DECLARATION BY INDEPENDENT DIRECTOR [SECTION
149(6)&(10)]:
Your Company has received Declaration from Independent Directors of the
Company pursuant to the compliances of section 149(6) & (10) of the Companies Act
2013.
9. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no other material changes and commitments affecting the
financial position of the Company.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:
During the year under review, your Company has not entered into any
Material Related Party Transactions as mentioned under Section 188 of the Companies Act,
2013. Details of the Related Party Transactions as required to be disclosed under AS 18
are disclosed in the Notes to Accounts which are forming part of the financial statement.
11. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act and Rule 12 of the Companies (Management and Administration) Rules 2014, the
extract of Annual Return will be uploaded on the website of the Company for the FY 2022-23
and the same will be available at at http://evanselectric.co.in/
12. NUMBER OF BOARD MEETINGS CONDUCTED IN THE YEAR UNDER REVIEW:
The Board of Directors duly met 5 (Five) times during the year under
review.
Dates of Board Meetings: 27/05/2022, 19/08/2022, 14/11/2022, 16/12/2022
and 31/01/2023.
Name of the Director |
Number of Meetings Attended out of total
5 meetings held during the FY 2022-2023 |
Ivor Anthony Desouza |
5 |
Nelson Lionel Fernandes |
5 |
Iyleen Matilda Fernandes |
3 |
Christopher Joseph Rodricks |
5 |
Krishna Pal Singh |
5 |
13. DIRECTOR’S RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility of ensuring
compliance with the provision of section 13(3)(c) read with section 134 (5) of the
Companies Act, 2013 in the preparation of the annual accounts for the year ended on 31st
March 2023 and state that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) The director 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 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 the
Companies Act, 2013 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 control to be
followed by the Company, and that such internal financial controls are adequate and are
operating effectively;
f) The directors had devised proper systems to ensure compliance with
the provisions of the applicable laws and that such systems were adequate and operating
effectively.
14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any holding/subsidiary/associate Companies.
15. STATUTORY AUDITORS:
M/s Anay Gogte & Co. Chartered Accountants were appointed as
Statutory Auditors for a Term of five years until the conclusion of the Annual General
Meeting to be held for the Financial Year 2024-25.
However subsequent to the end of the year under review, the Statutory
Auditors namely M/s. Anay Gogte & Co., Chartered Accountants have resigned from the
office w.e.f. 3rd July 2023 before the expiry of their term due to dissolution of their
partnership firm.
The Board of Directors having accepted the resignation of the Statutory
Auditors, Further, the Company has received recommendations for appointment of Auditors
for a term of five years subject to the approval of the members at the upcoming Seventy
Second Annual General Meeting. The same is under finalization and the details will be
updated in the notice convening the 72nd Annual General Meeting of the members
of the Company.
16. AUDITOR’S REPORT:
There is no qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Audit Reports for the Financial Year ended March 31, 2023.
17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) (POSH) ACT, 2013 AND CONSTITUTION OF INTERNAL
COMPLAINTS COMMITTEE :
The Company has zero tolerance towards any action on the part of any
employee which may fall under the ambit of 'sexual Harassment' at workplace, and is fully
committed to uphold and maintain the dignity of every women employee working in the
Company. The Company values the dignity of individuals and strives to provide a safe and
respectable work environment for its employees.
The Company is committed to provide an environment, which is free from
discrimination and abuse. Internal Complaints Committee (ICC) has been duly constituted as
prescribed under POSH Act to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review no complaint was been received.
Your Company has also been conducting awareness campaign across all its
manufacturing units, warehouses, retail stores and office premises to encourage its
employees to be more responsible and alert while discharging their duties.
18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION:
A) Conservation of Energy:
Conservation of energy is a continuous process and management is taking
all prudent steps to conserve energy resources.
B) Technology Absorption:
Your Company is using the technology of "Reverse
Engineering". We undertake to repair machines not manufactured by us as also where
drawings are not available for these old machines. In this process of Reverse Engineering,
we carefully dismantle the machine, step by step, location marking all the components. We
inspect and test each component and compare it with our database. Components which are
damaged are duplicated. Where there is scope for improvement in some of the components
these components are re-engineered so as to give it a longer life. Going forward we expect
significant business opportunities through Reverse Engineering.
C) Research & Development: Your Company from time to time does
R&D for "High Voltage Insulation Schemes".
D) Foreign Exchange Earnings and Outgo:
The Foreign Exchange Earnings and outgo for the Year under review is:
Foreign Exchange Earnings And Outgo |
31st March 2023 Rs. |
31st March 2022 Rs. |
Income from Foreign Contracts |
1,37,72,900 |
16,75,100 |
Foreign Currency Expenditure |
2,49,900 |
2,84,600 |
19. RISK MANAGEMENT:
Your Company constituted a Risk Management Committee mandated to review
the risk management plan/process of your Company. The Risk Management Committee identified
potential risks and assessed their potential impact with the objective of taking timely
action to mitigate the risks.
The Audit Committee has also been delegated with the responsibility of
monitoring and reviewing risk management, assessment and minimization procedure,
developing, implementing and monitoring the risk management plan and identifying,
reviewing and mitigating all elements of risks which the Company may be exposed to.
The key risks identified by the Company include, competition, financial
risk and compliance of all applicable statues and regulations. The Company has well
defined policies/mechanism to mitigate competition and financial risks. The Company
reviews the policies/mechanism periodically to align with the changes in market practices
and regulations. Compliances risks have been mitigated through periodical monitoring and
reviews of the regulatory frame work to ensure complete compliances with all applicable
statues and regulations.
20. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135 of the Act, provisions of Corporate Social
Responsibility are not applicable to your Company as your Company has not earned net
profit of Rs. 5 crores or during previous financial year, neither it has the net worth of
Rs. 500 crores or more nor the turnover of the Company was of Rs. 1000 crores or more for
the previous financial year.
21. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weakness in the design or operation was observed.
22. COST RECORDS:
The provisions relating to maintenance of cost records and cost audit
as per section 148 of the Companies Act, 2013 is not applicable to the Company.
23. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS:
There are no significant and material orders passed by the regulator or
courts or tribunals impacting the going concern status and Company’s operations.
24. DETAILS OF FRAUD REPORT BY THE AUDITOR:
The Statutory Auditors of the Company have not reported any instances
of fraud or irregularities under provisions of Section 143(12) of the Act, and Rules made
there under in the management of the Company during financial year under review.
25. CHANGE IN THE NATURE OF THE BUSINESS:
There was no change in the nature of business of your Company in the
year under consideration.
26. SECRETARIAL AUDITOR:
In terms of Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), your
Board at its meeting held on May 27, 2022 appointed M/s MSDS & Associates, Firm of
Practicing Company Secretaries, as the Secretarial Auditors of the Company, to conduct the
Secretarial Audit for the financial year ended March 31, 2023 and to submit Secretarial
Audit Report.
The Secretarial Audit Report as received from M/s. MSDS &
Associates in the prescribed Form No. MR - 3 is annexed to this Board’s Report and
marked as Annexure - I. The observations in the Secretarial Audit Report read together in
conjunction with the management representation referred to in the said report are
self-explanatory and do not require any further explanation.
27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Though the provisions relating to Vigil Mechanism do not apply to the
Company, the Company has adopted a formal Vigil Mechanism and Whistle Blower Policy. Your
Company follows an open and transparent policy with respect to its dealings with its
employees. Employees are encouraged to report actual or suspected violations of applicable
laws and regulations and the Code of Conduct to the Chairman of Audit Committee to enable
taking prompt corrective action, wherever necessary.
28. SECRETARIAL STANDARDS:
The Company has complied with all the mandatory secretarial standards
issued by the Institute of Companies Secretaries of India.
29. DEPOSITS:
The Company has neither invited nor accepted any deposits which would
be covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) during the year under review.
30. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:
There was no guarantee given or security provided pursuant to Section
186 of the Companies Act, 2013 during financial year under review and hence the said
provisions are not applicable. Further, the Company has invested its surplus funds not
immediately required in the operations in the units of mutual fund details thereof have
been disclosed in the in the Notes to Accounts which are forming part of the financial
statement.
31. CORPORATE GOVERNANCE:
Your Company believes that sound Corporate Governance is critical for
enhancing and retaining investor’s trust and your Company always seeks to ensure that
its performance goals are met accordingly. The Company has established systems and
procedures to ensure that its Board of Directors is well informed and well equipped to
fulfill its overall responsibilities and to provide management with the strategic
direction needed to create long term shareholders value. The Company had adopted many
ethical and transparent governance practices even before they were mandated by law. The
Company has always worked towards building trust with shareholders employees, customers,
suppliers and other stakeholders based on the principles of Good Corporate Governance.
However, since the securities of the Company are listed at SME platform of BSE Limited
pursuant to the SEBI (LODR) Regulations 2019, the Company is not required to attach report
on Corporate Governance to the report of Directors.
32. POLICIES OF THE COMPANY:
The Company is determined in maintaining a good corporate governance
practice and has a robust system for smooth and effective functioning of the Board.
Various policies have been framed by the Board of Directors as required under the Act and
SEBI Listing Regulations in order to follow a uniform system of procedures.
Following are some of the major policies adopted by the Company and
placed at its website at www.evanselectric.co.in
i. Code of Conduct for Corporate Governance; ii. Code of Conduct for
Prevention of Insider Trading; iii. Policy on determination of Material Criteria for
Disclosure; iv. Policy on Nomination and Remuneration Committee; v. Policy on Preservation
of documents; vi. Risk Management Policy; vii. Whistle Blower Policy; viii. Policy on
Related Party Transactions; ix. Policy on Identification of Group Companies & Material
Creditors & Litigation.
33. PARTICULARS OF EMPLOYEE:
There is no employee drawing salary in excess of the limit as specified
in the Act.
34. CAUTIONARY NOTE:
The statements forming part of the Director’s Report may contain
certain forward looking remarks within the meaning of applicable securities laws and
regulations. Many factors could cause the actual results, Performances or achievements of
the company to be materially different from any future results, performances or
achievements that may be expressed or implied by such forward looking statements
35. PERFORMANCE EVALUATION OF THE DIRECTORS AND THE BOARD:
The annual performance evaluation was carried out which included
evaluation of the Board, Executive Directors, Chairman, Committees of the Board, quantity,
quality and timeliness of information to the Board.
36. ACKNOWLEDEMENT:
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your Directors
also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.
FOR AND ON BEHALF OF THE BOARD OF
DIRECTORS, |
|
SD/- |
SD/- |
NELSON LIONEL FERNANDES |
IVOR DESOUZA |
DIN: 00985281 |
DIN: 00978987 |
MANAGING DIRECTOR |
CHAIRMAN AND DIRECTOR |
Place: Mumbai |
|
Date: August 02, 2023 |
|
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