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Directors Report of DMC Education Ltd.

Mar 31, 2014

Dear Members,

The Directors of your company have pleasure in presenting herewith the 30th Annual Report of your company together with the Audited Financial Statement of Accounts for the Financial Year ended March 31, 2014.

FINANCIAL RESULTS:

The audited financial results for the year ended March 31st, 2014 are as follows:

(Rs. In lakhs)

Particulars Year ended on 31.03.2014 Year ended on 31.03.2013

Total Income 170.33 352.15

Profit Before Tax (110.68) (81.76)

Less: Provision for Tax 9.42 17.39

Profit after Tax Adjustment (120.10) (99.16)

PERFORMANCE PREVIEW:

The company continued focus on keep adding or adopting new ideas, technology and other strategy to generate more turnover as well as profit. However during the year company has total income for the year is Rs.170.33 Lacs (Previous Year Rs. 352.15 Lacs). Loss for the year was Rs. (110.68) Lacs (Previous Year Loss Rs. (81.76) Lacs) but after making adjustment for the tax the net loss is Rs. (120.10) Lacs against a net loss of Rs. (99.16) Lacs in the previous Year.

DIVIDEND:

The Directors of your Company do not recommend any dividend to the Shareholders for the Financial Year 2013-2014, as there are loss in the company during the current financial year.

TRANSFER TO RESERVES:

The Company does not transfer any amount to the General Reserve as there are no profits available for appropriations.

UNCLAIMED DIVIDEND TRASNFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to section 205Aand section 205C of the Companies Act, 1956 the dividend which remains unpaid/unclaimed for a period of seven years from the date of transfer to unpaid dividend account is require to transfer to the Investor Education and Protection Fund (IEPF) established by central Government. Accordingly, the amount of such dividend for the financial year 2006-07, remaining unclaimed for the period of seven years will be/has been transferred to Investor Protection Fund and cannot be claimed therefrom.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of provisions of Section 217(2AA), we hereby confirm that:

(I) That in the preparation of the Annual Accounts, the applicable accounting standards has been followed along with proper explanation relating to material departures;

(II) That 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 as on 31st March, 2014 and of Profit and Loss of the company for that period.

(III) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(IV) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS & AUDITORS'' REPORT:

M/s M.K. Goswami a Co., Chartered Accountants, New Delhi, Statutory Auditors of the company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for re- appointment.

The company has received letter from M/s. M.K.Goswami a Co., Chartered Accountants, New Delhi, to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of section 141 of the Companies Act, 2013.

The Directors have gone through the Auditors reports and are in agreement with the same.

PARTICULARS OF EMPLOYEES

In terms of section 217(2A) of the Compaies Act, 1956 read with companies (Particular of Employees) Rules, 1975, as amended it is hereby stated none of the employee of the company has withdraw the salary more than limit prescribed in aforesaid section of the act.

COMPANY SECRETARY:

The Management of the Company is trying to appoint a Company Secretary but Company has not found a suitable Candidate for the office of Company Secretary. Hence the company''s Balance Sheet for the Financial Year ended 31st March 2014 has not been authenticated by the Company Secretary.

REGISTRAR AND SHARE TRANSFER AGENTS:

The work related to shares in Demat and Physical mode is done by Registrar and Share Transfer Agent of the Company: M/s Alankit Assignments Limited 2E/21, Jhandwalan Extension, New Delhi-110005.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Since the Company has not carried on the Business, which requires the particulars to be set out as prescribed under section 217 (1 )(e) of the Companies Act, 1956 read with the companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1998 in the Director''s report, the same provision is not applicable. The company has not earned any foreign exchange from its business operation during the current year. There is no outgo of foreign exchange during the year 2013-14.

REPORT ON CORPORATE GOVERNANCE

The Board of Directors supports the principles of Corporate Governance. In addition to the basic governance issues the board lays strong emphasis on transparency, accountability and integrity. Your Company strives for excellence with the objective of enhancing the shareholders'' value. We ensure the practice of Corporate Governance in your esteemed company. All function is discharged in professionally sound, competent and transparent manner.

A detailed report on the company''s efforts at the adopting principles of Corporate Governance as prescribed under the clause 49 of the listing agreement along with the Compliance Certificate fromthe Statutory Auditor and Management Discussion and Analysis Report are annexed and forms part of this Annual Report.

CASH FLOW STATEMENT:

As required under clause-32of the Listing Agreement, a cash flow statement, as prepared in accordance with the Accounting Standard-3 issued by the Institute of Chartered Accountants of India, is given along with Balance Sheet and Profit and Loss Account.

INDUSTRIAL RELATIONS:

The industrial relation among all within the organization was cordial. They maintained highest level of discipline and decency for the growth of the organization.

APPRECIATION:

The Directors wish to place on record its appreciation for the continued co-operation extended by various Financial Institutions, Bankers, Govt. Departments and the members. The Directors also express their appreciation to the employees at all levels, for their dedicated services rendered to the Company.

Date: 3rd September 2014 By the order of Board of Director Place: New Delhi For DMC Education Limited

Sd/- Sd/- Saroj Gupta Sham Sunder Gupta Whole Time Director Managing Director DIN: - 00033430 DIN: - 00006983

 
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