Home  »  Company  »  Emergent Global Edu  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Emergent Global Edu & Services Ltd.

Mar 31, 2014

Dear Members,

The directors have pleasure in presenting their Thirty First annual report together with audited statement of accounts of the Company for the year ended 31st March, 2014.

Financial Performance

The highlights of your Company''s financial results for the financial year April 1, 2013 to March 31, 2014 are as follows:

(Rs. In Lacs) 2013-14 2012-13 Turnover 104.69 100.08

Profit for the year before tax 23.75 54.59

Less: Provision for Taxation 7.51 18.49

Profit after tax 16.24 36.10

Balance of profit brought forward 86.88 50.78

Balance Carried forward 103.12 86.88

Management Discussion and Analysis

In the financial year 2013-14, India''s economy continued to face trouble times with high interest rates and sticky inflation. The impending general elections added to increased uncertainty and slowed down customer decision making. As a result economic growth has remained tepid with second successive year of less than 5% growth in GDP.

Your management is focusing its attention on the Education Sector, for which a competent team of professionals has been built up. The Company also is exploring avenues to provide Education Support Services to various Companies in education sector.

To expand the business of the Company, the Company''s subsidiary which is already in the education sector has entered into a long term agreement with a World renowned Education Company in terms of which the students would complete their Foundation courses in India and on successful completion of the foundation courses, the students will be offered admissions to their choice of programmes in the various Universities abroad.

DIRECTORS

In terms of the provisions of Section 149, 152(6) and other applicable provisions of the Companies Act, 2013, an independent director shall hold office upto a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation.

In view of the same, your Directors are seeking appointment of Mr.Rakesh Chandra Khanduri, (DIN 3084392), (whose office is liable to retire by rotation at this AGM) as Independent Director for a period of three consecutive years upto March 31, 2017. The Company has received declaration from Mr.Rakesh Chandra Khanduri confirming that he meets with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the proposal for appointment of independent director is mentioned in the statement under Section 102 of the Companies Act, 2013, annexed to the Notice of the 31st Annual General Meeting of the Company.

As per the provisions of Section 152(6) of the Companies Act, 2013, Mr.Tarun Somani (DIN 00011233) will retire in the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of Listing Agreement forms part of the Annual Report.

The Requisite Certificate from Kumar Wadhwa & CO., Practising Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

DIVIDEND

Given the growth requirements of the business and the inadequacy of profits in the Company, the Directors have not recommended any dividend for the financial year 2013-14.

FIXED DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules), 1975, your Company has not accepted any fixed deposits from public and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

INFORMATION REQUIRED U/s 217(1) (e) OF THE COMPANIES ACT 1956 REGARDING TECHNOLOGY ABSORPTION, ADAPTION AND FOREIGN EARNINGS AND OUTGO:

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not reportable.

However the Company''s Information as per Section 217 (1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 regarding the Foreign Exchange Inflow and Foreign Exchange Outflow is as under

(Rs. In Lacs)

2013-14 2012-13

Foreign Exchange Inflow NIL NIL

Foreign Exchange Outflow 0.87 0.73

AUDITORS

M/s Rajendra K.Goel & Co., Auditors of the Company retire at the ensuing General Meeting and being eligible offer themselves for re-appointment.

The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITORS REPORT

The Notes on Financial Statements referred to in the Auditors'' report are self explanatory and do not call for any further explanation.

PARTICULARS OF EMPLOYEES

The Company had no employee in receipt of remuneration of more than Rs.60.00 Lakh per annum or Rs. 5.00 Lakh per month in respect of whom disclosure is required to be made pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Amendments Rules, 2011.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of section 217(2AA) of the Companies Act 1956, the Board of Directors hereby confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there is no material departures from the same;

(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 true and fair view of the state of affairs of the company at the end of the financial year.

(c) The directors had taken proper and sufficient care for 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) The directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The employees of Emergent Global Edu And Services Limited continue to work with great dedication and commitment. The Board desires to place on record its appreciation to all the employees of the company during the year under review.

The Board also acknowledges the support given by the Shareholders, Banks and Government Authorities.



For and on behalf of the Board of Directors

Place : New Delhi

Date : 14.05.2014 (Tarun Somani) (Chairman) DIN:00011233


Mar 31, 2013

TO THE MEMBERS OF EMERGENT ENERGY AND SERVICES LIMITED

The directors have pleasure in presenting their Thirtieth annual report together with audited statement of accounts of the Company for the year ended 31st March, 2013.

1. Financial Results

(Rs. In Lacs)

2012-13 2011-12

Turnover 100.08 99.10

Profit for the year before tax 54.59 26.64

Less: Provision for Taxation 18.49 7.50

Profit after tax 36.10 19.13

Balance of profit brought forward 50.78 31.65

Balance Carried forward 86.88 50.78

2. Dividend

In view of the absence of any surplus, the directors do not recommend any dividend for the year under report.

3. Management Discussion and Analysis

During the period under review, the Company has changed its name consequent upon change in trie main objects of the Company.

Your management is focusing its attention on the Education Sector, for which a competent team of professionals is being set up. The Company also intends to provide Education Support Services to various Companies in education sector.

To expand the business of the Company, the Company''s subsidiary which is already in the education sector has entered into a long term agreement with a World renowned Education Company in terms of which the students would complete their Foundation courses in India and on successful completion of the foundation courses, the students will be offered admissions to their choice of programmes in the various Universities abroad.

4. Directors

Mr.H.P.Sohn and Mr.D.K.Somani, Directors who retire by rotation at the ensuing Annual General Meeting being eligible have offered themselves for re-appointment.

5. Corporate Governance

The shares of the Company are listed on Bombay Stock Exchange. The report on corporate governance as required under the Listing Agreement forms part of this Annual Report.

A certificate of the Practicing Company Secretary regarding compliance of Clause 49 of the Listing Agreement is annexed to the Directors Report.

6. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 ended 31st March 2013 and of the profit for the year ended on that date;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts for year ended 31st March, 2013, have been prepared on a going concern basis.

7. Fixed Deposits

The Company has neither accepted nor invited any deposits from the public as contemplated under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, during the year under the review.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, is not furnished as the said Section is not applicable to the Company.

The details of Foreign Exchange Earnings and Outgo are as unden-

(Rs. In Lacs)

2012-13 2011-12

Foreign Exchange Earnings: Nil Nil

Foreign Exchange Outgo 0.73 0.07

9. Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

10. Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, employees, Government Authorities and Bankers.

Onjaelia of the Board of Directors

Devendra Kumar Somani (Chairman)

Place : New Delhi Date : 27.05.2013


Mar 31, 2012

TO THE MEMBERS OF EMERGENT ENERGY AND SERVICES LIMITED

The directors have pleasure in presenting their Twenty Ninth annual report together with audited statement of accounts of the Company for the year ended 31st March, 2012.

1. Financial Results

(Rs. In Lacs)

2011-12 2010-11

Turnover 94.10 38.68

Profit for the year before tax 26.63 5.52

Less: Provision for Taxation 7.50 4.71

Profit after tax 19.13 0.81

Balance of profit brought forward 31.65 30.84

Balance Carried forward 50.78 31.65

2. Dividend

In view of the absence of any surplus, the directors do not recommend any dividend for the year under report.

3. Management Discussion and Analysis

The Company has already filed for registration for setting up solar power plant at RREC and is now awaiting state government policy for allocation of power for setting up 5 MW power plant.

The management is dedicated towards achieving growth of the business of the Company as well as in diversifying in other fields of activity.

4. Directors

Mr.R.C.Khanduri and Mr.Arvind Mishra, Directors who retire by rotation at the ensuing Annual General Meeting being eligible have offered themselves for re-appointment.

5. Corporate Governance:

The shares of the Company are listed on Bombay Stock Exchange. The report on corporate governance as required under the Listing Agreement forms part of this Annual Report.

A certificate of the Practising Company Secretary regarding compliance of Clause 49 of the Listing Agreement is annexed to the Directors Report.

6. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 ended 31st March 2012 and of the profit for the year ended on that date;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts for year ended 31st March, 2012, have been prepared on a going concern basis.

7. Fixed Deposits

The Company has neither accepted nor invited any deposits from the public as contemplated under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, during the year under the review.

8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo '

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, is not furnished as the said section is not applicable to the Company.

2011-12 2010-11

Foreign Exchange Earnings: Nil Nil

Foreign Exchange Outgo : Rs.6,680 Nil

9. Particulars of Employees

The Company does not have any employee whose particulars are required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

10. Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, employees, Government Authorities and Bankers.

On behalf of the Board of Directors

Devendra Kumar Somani

(Chairman)

Place : New Delhi

Date : 22.5.2012


Mar 31, 2010

The directors have pleasure in presenting their annual report together with audited statement of accounts of the Company for the year ended 31st March, 2010.

Financial Results

(Rs. In Lacs) 2009-10 2008 - 09

Interest income 3.34 3.04

Profit (Loss) for the year before tax 1.60 2.04

Less: Provision for Taxation 0.36 0.70

Profit (Loss) after tax 1.24 1.34

Balance of profit brought forward 29.60 28.25

Balance Carried forward 30.84 29.59



Dividend

In order to conserve the resources for the Companys financial needs,, the directors do not recommend any dividend for the year under report.

Change in Directors and Management.

Mr.Tarun Kumar Somani acquired 37,100 equity shares representing 14.90% of the equity shares of the Company from Mr.Jaimin G.Mehta, the erstwhile Promoter of the ; Company under a spot delivery contract dated 10.12.2009. Mr.Devendra Kumar Somani and Mr.Tarun Kumar Somani, the Acquirers, further agreed to acquire 1,00,400 equity shares of Rs.10/- each, of the Company representing 40.32% of the equity shares of the Company from the erstwhile promoters namely Mr. Gautam G. Mehta and Mr. Jaimin G. Mehta, in terms of the Share purchase agreement dated 30th December, 2009. Pursuant to the said spot delivery contract and Share Purchase Agreement, the said Acquirers also made an offer to the public to acquire 49,800 Equity shares representing 20% of the equity shares of the company of face value of Rs.10/- each at a premium of Rs. 14/- per share in terms of Regulation 10 and 12 of SE8 (Substantial acquisition of Shares & Takeovers) Regulations, 1997 as amended. The offer closed on 17th March, 2010 and the same got completed on 26th March, 2010. Thereafter, on March 31,2010, the 1,00,400 equity shares representing 40.32% of the equity shares of the Company under the share purchase agreement and 46,800 equity shares representing 18.80% of the equity share capital of the company tendered under the open offer were transferred in the names of the acquirers.

Post the completion of the open offer, Mr. Devendra Kucoar Somani and Mr.Tarun Kumar Somani have been appointed as additional directors of the Company by the Board of Directors on March 31, 2010. Mr.D.K.Somani has been appointed as the Chairman of the Company. Mr. Devendra Kumar Jain was also appointed as an additional director of the Company at the said Board meeting. They hold office upto the date of this annual general meeting pursuant to Section 260 of the Companies Act, 1956 and the Articles of Association of the Company. At this Annual General Meeting of the Company, the necessary resolutions for their appointment as directors of the Company have been taken up, for the approval of the shareholders of the Company. The Board of Directors recommends the above appointment.

Consequent to above, the management of the Company has changed and new Board of Directors is in place as above.

The new management proposes to diversify the business of the Company for which the necessary alteration of the Memorandum of Association of the Company for the change of objects and change of name, which has to be in consonance with the objects of the Company, will be required. Further, the change in registered office from Mumbai to Delhi is also proposed. In this context, the requisite resolutions shall be passed through the postal ballot, which will be taken up in due course of time. v

Auditors

M/s. K. N Gandhi & Co, Chartered Accountants who retire as Auditors at the forthcoming annual general meeting have expressed their unwillingness to be re-appointed. Your directors propose the name of M/s Rajendra K. Goel & Co., Chartered Accountants to be appointed as the Auditors of the Company, who being eligible have offered themselves for appointment. The members are requested to consider appointing-them as Auditors and to fix their remuneration.

Auditors Report

There are no explanations/comments/reservations of the Auditors in the Auditors report.

Corporate Governance:

The shares of the Company are listed on Bombay Stock Exchange. The Company has paid the annual listing fees for the financial year. The Companys paid up capital being less than the threshold limits of Rs.3.00 crores, it may not be necessary for the Company to append a separate section on Corporate Governance in the Annual Report of the Company as required under the listing agreement.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended, the directors confirm that:

i) in the preparation of the annual accounts for the year ended 31sS March, 2010, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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 ended 31s( March 2010 and of the profit for the year ended on that date;

iii) proper and sufficient care has been taken 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;

iv) the annual accounts for year ended 31st March, 2010, have been prepared on a,going concern basis.

Compliance Certificate

In accordance with the provisions of Section 383A of the Companies Act, 1956 a certificate from D. Kothari & Associates, Practicing Company Secretaries is appended and forms part of this report.

Fixed Deposits

The Company has neither accepted nor invited any deposits from the public as contemplated under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975, during the year under the review.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Information as required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 relating to Conservation of Energy, Technology Absorption, is not furnished as the said section is not applicable to the Company.

Foreign Exchange Earnings Nil

Foreign Exchange Outgo Nil

Particulars of Employees

The Company does not have any employee whose particulars ate required to be disclosed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules. 1975.

Acknowledgements

Your directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders and Bankers.



On behalf of the Board of Directors

Gautam G. Mehta Jaimin G. Mehta

(Director) (Director)

Place : Mumbai

Date : 20 APR 2010

 
Subscribe now to get personal finance updates in your inbox!