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Directors Report of Emergent Global Edu & Services Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

Emergent Global Edu and Services Limited 1.

INTRODUCTION

The Directors have pleasure in presenting their 33rd Annual Report on the Business and Operations along with the Audited Financial Statements of the Company for the Financial Year ended March 31st, 2016.

2. FINANCIAL RESULTS

The Financial Results for the period are summarized below:

(Amount in Rs.)

S.NO.

PARTICULARS

2015 - 2016

2014 - 2015

1

Sales and other Income

9541184

10263842

2

Expenditure

5534981

8753081

3

Profit Before Tax

4006203

1510761

4

Provision for Taxation

(1)Current Tax

(2)Earlier Year Tax

(3)Deferred Tax

1298530

(13149)

(11452)

493000

15721

(20676)

5

Profit after Tax

2732274

1022716

6

Earning Per Equity Share:

(1)Basic

(2) Diluted

0.60

0.60

0.22

0.22

3. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of Business of the Company during the Year under review.

4. ANNUAL RETURN

The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT - 9 is enclosed herewith.

5. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits that:

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 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 devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

6. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

7. EXPLANATIONS OR COMMENTS BY THE BOARD ON

a. Auditor report:

There were no qualifications, reservations or adverse remarks made by the Auditors in their Report.

b. Secretarial Audit Report:

There were no qualifications, reservations or adverse remarks made by the Company Secretary in Practice in his Secretarial Audit Report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has given loan to its Wholly Owned Subsidiary, the details are which are contained in the notes to accounts. Apart from this the Company has not provided any Guarantees or made Investments covered under the provisions of Section 186 of the Companies Act 2013.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered in to during the Year were in the ordinary course of business and at an arm''s length basis. The particulars of the contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013 is furnished in form AOC-2 attached to this report. Further the Company has in place, a policy on related party transactions.

10. RESERVES

The Company has transferred Rs 27,32,274/- to General Reserve during the Financial Year under review.

11. DIVIDEND

Your Directors have decided to retain the funds of the Company for expansion activities and for providing any contingencies which may arise in future, so your Directors do not recommend any dividend on the equity shares for the Year under review.

12. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the Financial Year to which this Financial Statements relate on the date of this report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company''s Operations do not involve any manufacturing or processing activities the particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are not reportable.

The foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are:

a) Foreign Exchange Earnings and outgo-

1. Foreign exchange earnings in terms of actual inflows was Nil during the Year.

2. Foreign exchange outgo in terms of actual outflows was Nil during the Year.

14. STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 and other applicable provisions, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and of the Board of Directors of the Company.

The Audit Committee regularly reviews the risk management strategy of the Company to ensure the effectiveness of risk management policies and procedures.

15. SHARE CAPITAL

The Company has not issued any shares hence there are no changes in the share capital of the Company during the Financial Year under review.

16. PARTICULARS OF EMPLOYEES

The Company had no employee in receipt of remuneration of more than Rs 60,00,000/- (Rupees Sixty Lac) p.a. or Rs 500,000/- (Rupees Five Lac ) per month in respect of whom disclosure is required to be made pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

18. DIRECTORS

The Board of Directors has an optimum combination of Independent and Non-Executive Directors. As on 31st March 2016, the Board comprises of 4 Directors. The Company is professionally managed and its Board of Directors comprises of professionally qualified Directors, who have rich experience in diversified fields.

Mr. Rakesh Suri and Ms. Shobha Sahni were appointed on the Board of the Company as Additional Directors on 20.02.2016 and 30.03.2016 respectively who shall hold office up to the date of ensuing Annual General Meeting and are proposed to be regularized in the ensuing Annual General Meeting and for whom special notice has been given in the notice of Annual General Meeting.

Now the Board of the Company comprises of:

S.No

Name

Designation

DIN

1.

Mr. Tarun Kumar Somani

Director

00011233

2.

Mr. Rakesh Chandra Khanduri

Director

03048392

3.

Ms. Shobha Sahni

Additional Director

07478373

4.

Mr. Rakesh Suri

Additional Director

00155648

Mr. Tarun Kumar Somani, Director retires by rotation and being eligible offer himself for reappointment at the ensuing Annual General Meeting.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

The Board of Directors of the Company met 6 (Six) times during the Financial Year 2015-2016.

The Meetings were held on 28.05.2015, 12.08.2015, 09.11.2015, 11.02.2016, 20.02.2016 and 30.03.2016. The periodicity between two Board Meetings was within the maximum time gap as prescribed.

The Composition of the Board of Directors, their attendance at Board Meetings and last Annual General Meeting is as under:

Name of Director

Number of Board Meetings under tenure

Last AGM attended

Held

Attended

Mr. Tarun Kumar Somani

6

6

Yes

Ms. Vandana Jain

4

4

Yes

Mr. Rakesh Chandra Khanduri

6

6

Yes

Mr. Rakesh Suri*

2

2

No

Mr. Neeraj Goenka

5

2

Yes

Ms. Shobha Sahni*

1

1

No

The last Annual General Meeting (AGM) was held on September 30, 2015.

* Mr. Rakesh Suri was appointed as a Director on February 20, 2016. Ms. Vandana Jain has resigned from the Directorship of the Company w.e.f. February 20, 2016.

* Ms. Shobha Sahni was appointed as a Director on March 30, 2016. Mr. Neeraj Goenka has resigned from the Directorship of the Company w.e.f. March 30, 2016.

20. COMMITTEES OF THE BOARD

a. AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee has reviewed, over sighted and confirmed the Company''s financial reporting process, appointment, re-appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services, financial statements and draft audit report, including quarterly / half yearly financial information, related party transactions as per Accounting Standard 18 and has reviewed the following mandatory information:

S Management discussion and analysis of financial condition and results of operations;

S Statement of significant related party transactions, submitted by management;

S Management letters / letters of internal control weaknesses issued by Statutory Auditors;

S Appointment, removal and terms of remuneration of Internal Auditor.

The Composition, Name of Members and Chairman

As on 31st March, 2016, the Audit Committee had three Non-Executive Directors of whom two were Independent Directors. Mr. Rakesh Chandra Khanduri an Independent Director is the Chairman of the Committee. During the year ended March 31, 2016, 4 (Four) Audit Committee Meetings were held on 28.5.2015, 12.8.2015, 9.11.2015 and 11.02.2016. Mr. Rakesh Chandra Khanduri, Chairman of the Audit Committee was present at the last Annual General Meeting held on September 30, 2015.

The Composition of the Audit Committee and the attendance of each Member at these meetings are as under:

Name of the Directors

No. of Meetings attended

Mr. Rakesh Chandra Khanduri

4

Mr. Tarun Kumar Somani

4

Ms. Vandana Jain*

4

Mr. Rakesh Suri

-

*Ms. Vandana Jain has been replaced with Mr. Rakesh Suri as member of the Committee due to her resignation with effect from 20th February 2016.

The Company Secretary of the Company also acts as Compliance Officer to the Committee.

b. NOMINATION AND REMUNERATION COMMITTEE:

The Company has duly constituted a Nomination and Remuneration Committee in line with the provisions of Section 178 of the Companies Act, 2013 consisting of three Non Executive Directors of whom two are Independent Directors. The committee formulated policy on nomination, remuneration and performance evaluation of Board of Directors and KMP. The scope of the Committee is recommending to the Board the appointments/re-appointments/performance evaluation / remuneration of the Directors and the Key Managerial Personnel.

The Nomination and Remuneration committee comprises of following:

Name of the Directors

Mr. Rakesh Chandra Khanduri

Mr. Tarun Kumar Somani

Ms. Vandana Jain*

Mr. Rakesh Suri

**Ms. Vandana Jain has been replaced with Mr. Rakesh Suri as member of the Committee due to her resignation with effect from 20th February 2016.

Non-Executive Directors'' compensation and disclosures

No remuneration or sitting fees is being paid to the Non Executive Directors. No stock options were granted to Non Executive Directors or Independent Directors during the year under review.

c. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:

The Shareholders/Investors Grievance Committee has been constituted to look into the redressal of investors'' grievances. The Committee as on 31.03.2016 comprises of Mr. Rakesh Chandra Khanduri, Mr. Tarun Kumar Somani, and Mr. Rakesh Suri, Directors of the Company.

Ms. Sabina Nagpal is designated as the Compliance Officer to oversee the investors'' grievances. During the period under review, the Company did not receive any investor complaint. No transfer application was pending for registration of transfer as on 31.3.2016.

21. STATUTORY AUDITORS

M/s. Rajendra K. Goel & Co., Chartered Accountants, was appointed as Statutory Auditors for a period of 3 years in the 31st Annual General Meeting of the Company. Their continuation with the Company is to be ratified in the ensuing Annual General Meeting of the Company and the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of provisions of Section 141 of the Companies Act, 2013.

22. SECRETARIAL AUDITOR

Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit has been carried out by M/s Kumar Wadhwa & Company, Company Secretaries in Practice and the audit report is annexed to the this report .

23. INTERNAL AUDIT

The Company has duly appointed an Internal Auditor to conduct Internal Audit of the Company. The Audit Committee of the Board provides direction and monitors the effectiveness of the Internal Audit function. The Internal Auditor reports to the Audit Committee. The Audit Committee reviews the report presented by the Internal Auditor and takes necessary actions to close the gaps identified in timely manner.

24. ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism for Directors and Employees to report genuine concerns and oversees the Vigil Mechanism through the Audit Committee. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the employees and the Company.

25. BOARD EVALUATION

Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated. The evaluation of Board of Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Joint Venture and Associate Company however it has one wholly owned subsidiary Company whose details are provided below:

S.No.

NAME

RELATION

CIN

1.

Indo Education Private Limited

Subsidiary

U74999DL2002PTC114185

The details of financial performance of subsidiary Company is furnished and attached to this report.

27. DEPOSITS

In terms of the provisions of Section 73 of the Companies Act 2013 read with Rules, the Company has no opening and closing balances and also the Company has not accepted any deposit during the Financial Year under review and as such no amount of principal and interest outstanding as on March 31, 2016.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company''s operation in future.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established internal control systems which is adequate commensurate with its size and nature of operations so as to ensure smoothness of operations and compliance with applicable legislation.

30. DISCLOSURE UNDER ''THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013''

The Company has in place, the ''Sexual Harassment at the Workplace (Prevention and Redressal) Policy'' in line with the requirements of ''The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints on sexual harassment. The Company affirms that during the year under review, no cases were filed under the said Act by any of its woman employees before Committee.

31. GENERAL DISCLOSURES UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

a. CODE OF CONDUCT:

The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company.

The Members of the Board of Directors and Senior Management personnel have affirmed the compliance with the Code applicable to them during the year ended 31st March, 2016.

i. Compliance with Regulations

The Company has complied fully with the requirements of the regulatory authorities on capital markets.

ii. Prohibition of Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has constituted a comprehensive Code of Conduct for its Senior Management and Staff. The code lays down guidelines, which advise them on procedure to be followed and disclosures to be made while dealing with the Shares of the Company.

iii. Accounting Standards

The Company has followed the Accounting Standards as prescribed.

b. MEANS OF COMMUNICATION:

The quarterly, half yearly and yearly financial results of the Company are sent to the Stock Exchange immediately after they are approved by the Board. These are also normally published in the Financial Express (English Edition)/Pioneer and Hari Bhoomi / Naya India (Hindi Edition) newspapers and are also uploaded on the website of the Company at www.eesl.in .

c. ANNUAL GENERAL MEETING (AGM) DETAILS:

The last three Annual General Meetings were held as per details below:

Year

Date

Time

Venue

2015

September

30

10.30 A.M

''Eminent'', C-56, Neeti Bagh, New Delhi-110049.

2014

September

30

9.30 A.M

%, Second Floor, East Patel Nagar, New Delhi-110008

2013

September

27

10:30 A.M

8B, Sagar 6, Tilak Marg, New Delhi-110001.

d. GENERAL SHAREHOLDERS INFORMATION:

i. 33rd Annual General Meeting

Date : 30th September, 2016 Time : 10:30 A.M

Venue : ''Eminent'', C-56, Neeti Bagh, New Delhi-110049.

ii. Date of Book Closure

The Company''s Register of Members and Share Transfer Books will remain close from, Friday 23rd September, 2016 to Friday 30th September, 2016 (both days inclusive).

iii. Financial Year 1st April 2015 to 31st March 2016

iv. Stock Exchanges: Shares of the Company are listed on Bombay Stock Exchange Limited (BSE)

v. Stock/Scrip Code: 506180

vi. Registrar and Share Transfer Agents :

M/S RCMC SHARE REGISTRY PRIVATE LIMITED, having its registered office at B- 25/1, Okhla Industrial Area Phase-II, New Delhi - 110 020 is the Registrar and Share Transfer Agents of the Company.

vii. Share Transfer System:

The Share Transfer Committee meets as often as possible to approve transfers and related matters as may be required by the Registrars and share Transfer Agents. Shares lodged for

transfers are normally processed within ten days from the date of lodgment, if the documents are clear in all respects.

viii. Dematerialization of Shares:

The shares of the Company are permitted for trading on dematerialized form only. The Company''s shares are available for trading in the depository system of both NSDL and CDSL. As on March 31st, 2016, 45,68,950 equity shares of Rs.10/- each forming 99.99% of the share capital of the Company stands dematerialized. The ISIN with NSDL and CDSL is INE668L01013.

xii. Compliance Officer:

The Board had Designated Ms. Sabina Nagpal, Company Secretary of the Company as a Compliance Officer of the Company.

Compliance Officer

Emergent Global Edu and Services Limited

8B Sagar 6, Tilak Marg,

New Delhi-110001 E-mail: cs@somanigroup.com Phone:011-23782022 Fax: 011-23782806

xiii. Address for Correspondence:

The shareholders may address their communication/ suggestion/ grievances/ queries to the Company''s registered office or our Share Transfer Agent. The Questions relating to share and requests for transactions such as transfer, transmission and nomination facilities, change of address, may please be taken up with the Registrar and Transfer Agent at above given address.

32. CORPORATE GOVERNANCE REPORT

In terms of the Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements ) Regulations 2015 the compliance of provisions of Corporate Governance is not mandatory for the time being in respect of our Company since the paid up equity share capital and net-worth of our Company as on March 31, 2016 is Rs.4,56,90,000 (Rupees Four Crores fifty six lacs ninety thousand) and Net worth of Rs. 14,44,80,493/- ( Rupees Fourteen Crore Forty Four lac Eighty thousand four hundred ninety three only) respectively.

33. ACKNOWLEDGEMENT

The Directors are thankful to the Stakeholders, Bankers, Customers, and Agents for their valuable support and assistance. The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

By and on behalf of Board of Directors

For EMERGENT GLOBAL EDU AND SERVICES LIMITED

DATE: 30th May, 2016 TARUN KUMAR SOMANI

PLACE: NEW DELHI (Chairman)

DIN: 00011233


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

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