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Directors Report of Greycells Education Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors present the 32nd Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2015.

Financial Results/State of Company's Affairs During the year under review, the Company earned total consolidated revenue of Rs. 861.06 lacs for the year as against Rs. 995.44 lacs in the previous year. Standalone revenues during the year stood at Rs. 353.95 lacs as against Rs. 363.33 lacs in the previous year.

The consolidated profit before tax for the year stood at Rs. 92.96 lacs as against Rs. 57.05 lacs in the previous year. The standalone profit before tax for the year was Rs. 20.92 lacs as against loss of Rs. 20.69 lacs in the previous year.

Dividend

The Directors have refrained from recommending dividend for the year.

Transfer to Reserves

Your Company does not transfer any amount to reserves for the financial year 2014-15.

Operations

The Company is currently engaged in skill training in media and entertainment sectors under the brand name "EMDI Institute of Media & Communication (EMDI)" - a leader in Advertising, Event Management, PR and Journalism. This year EMDI enter's its 14th year of pioneering training. The Company is currently offering courses of EMDI at Mumbai, Delhi, Indore, Bhopal, Dubai and Uganda. During the year under review, EMDI Institute of Media and Communication, India has received the "The Global Quality Awards" for Quality & Excellence in Professional Education (Media & Communication) from Brands Academy and "The Edutainment Awards" for First Best Event Management School in India from Event Capital. EMDI – Dubai courses are accredited by EDEXCEL ASSURED CENTRE, UK's largest vocational accreditation board and EMDI Dubai is probably the only Institute offering industry relevant specialized courses in Dubai.

During the year under review, the Company has also launched industry relevant courses in Digital Marketing & E-commerce under the brand name "World Media Academy (WMA)". With this initiative the Company continues to support the Prime Minister – Mr. Narendra Modi's vision of both Skill India & Digital India. For the pilot batch, WMA has received an encouraging response.

The Company also offers specialized course in Wedding Planning through a LLP venture Company.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 (the Act) and Articles of Association of the Company, Ms. Bela Desai will retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Brief profle of Ms. Bela Desai is annexed to the Notice of Annual General Meeting as stipulated under Clause 49 of the Listing Agreement with the BSE.

To broad base the Board of Directors, Mr. Yajurvindra Singh Bilkha was appointed as an Additional Director of the Company w.e.f. 4th July, 2015 through circular resolution and the Board has ratified his appointment at their meeting held on 13th August, 2015. He holds office up to the forthcoming Annual General Meeting pursuant to provisions of Section 161 of the Companies Act, 2013. The Company has received notice under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director liable to retire by rotation.

Mr. Nowshir Engineer has been re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 1st July, 2014 and the said re-appointment has been approved by the Central Government and members of the Company at their Annual General Meeting held on 25th September, 2014.

Pursuant to Section 149 of the Companies Act, 2013, Mr. Abbas Patel and Dr. Anil Naik appointed as Independent Directors of the Company, not liable to retire by rotation for a period of five consecutive years with effect from 25th September, 2014. These Directors have given the declarations of independence to the Board confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Farhad Wadia has resigned as Director of the Company with effect from 13th May, 2015. The Board places on record its appreciation for the valuable contribution made by him during his tenure as a Director of the Company.

Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. Nowshir Engineer, Managing Director, Ms. Binal Gala, Chief Financial Officer and Mr. Dharmesh Parekh, Company Secretary, were formalized as the Key Managerial Personnel of the Company. During the year, Ms. Binal Gala has resigned as Chief Financial Officer of the Company and in her place Mr. Samkeet Patel has appointed as Chief Financial Officer of the Company.

Particulars of Employees

Since none of the employees of the Company was drawing remuneration in excess of the limits laid down under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, therefore details therewith are not furnished.

Details of Remuneration to Directors

The information relating to remuneration of directors as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure A to this report.

Number of Meetings of the Board

During the financial year ended on 31st March, 2015 the Board of Directors of your Company have met 7 (Seven) times. For further details, please refer report on Corporate Governance of this Annual Report.

Details of Committees of Directors

Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held of each Committee during the financial year 2014 – 15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to the Board has been accepted by it.

Material Changes and Commitment affecting the Financial Position of the Company There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Subsidiary Companies and Joint ventures

Your Company has one subsidiary company viz., EMDI (Overseas) FZ LLC, a wholly owned subsidiary. The Company is also one of the partners in EMDI Wedding Academy LLP (50% share).

The gross revenue of subsidiary for the financial year 2015 stood at AED 3,108,944 (Previous Year : AED 3,250,069). During the year, the Company had a profit of AED 495,875 (Previous year : AED 488,987).

The gross revenue of joint venture partnership for the financial year 2015 stood at Rs. 19.20 lacs as against Rs. 6.87 lacs in the previous period. The profit before tax for the financial year 2015 was Rs. 1.52 lacs as against loss of Rs. 0.65 lacs in the previous period.

The Company has divested its entire shareholding in its joint venture subsidiary - Eduhub Education Private Limited on 31st March, 2015, therefore, Eduhub Education Private Limited ceased to be a joint venture subsidiary of the Company.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. Further there has been no material change in the nature of business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiary company and joint venture partnership for the year ended 31st March, 2015 in Form AOC – 1 is attached to the financial statements of the Company. As required under the Companies Act, 2013 and the Listing Agreement with the Stock Exchange, the Company has prepared the Consolidated Financial Statements of the Company along with its subsidiary and joint venture partnership as per Accounting Standard which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary company and joint venture partnership along with related detailed information will be made available to the shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company and joint venture partnership are also kept for inspection by any members at the Registered Office of the Company on all working days except Saturdays, during business hours up to the date of the meeting.

Whistle Blower Policy/Vigil Mechanism

Your Company has framed Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the policy are given in Corporate Governance Report and policy is posted on the Company's website www.greycellsltd.com.

Risk Management Policy

Your Company has approved Risk Management Policy wherein all material risks faced by the Company are identified and assessed. For each of the Risks identified, corresponding controls are assessed and policies and procedure are put in place for monitoring, mitigating and reporting risk on a periodic basis.

Nomination and Remuneration Policy

As required under Section 178 of the Companies Act, 2013 the Board of Directors has approved the Nomination and Remuneration Policy, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013. Gist of this policy are given in Annexure - B to this report. The detailed policy is posted on the Company's website www.greycellsltd.com.

Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is summary of sexual harassment complaints received and disposed off during the calendar year :

No. of complaints received Nil

No. of complaints disposed off Nil

Extract of Annual Report

The details forming part of the Extract of Annual Return in Form MGT – 9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure - C and form integral part of this Report.

Auditors and Auditors' Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on 25th September, 2014 till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. The Board of Directors of the Company at its meeting held on 13th May, 2015 recommended to the members of the company ratification of appointment of M/s. Ford, Rhodes, Parks & Co., Chartered Accountants as the Statutory Auditors of the Company for the financial year 2015-16.

The Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.

The notes on accounts referred to in the Auditors' Report are self explanatory and do not require further clarifications by the Board except the Auditors has given one qualified opinion that is "The consolidated financial statements do not include the results of its erstwhile joint venture subsidiary - Eduhub Education Private Limited for the year ended 31st March, 2015.

The reply of your Directors with respect to it as "The management of the operation of the joint venture subsidiary company – Eduhub Education Private Limited vested with minority shareholders. The Company did not receive the duly approved audited/unaudited financial results post June, 2014, hence the Company has not consolidated the same in its quarterly results. As on 31st March, 2015, the Company has divested its entire shareholding in its joint venture subsidiary.

Secretarial Audit

The Board has appointed Mr. Ashish Kumar Jain of A. K. Jain & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure - D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

Deposit from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Particulars of Loans, Guarantees or Investments by Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

Related Party Transaction

All Related Party Transactions entered during the year were in Ordinary Course of the Business and on arm's length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable.

All related party transactions are placed before the Audit Committee and also before the Board for approval on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note No. 31 to the Standalone financial statements forming part of this Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company has carry out Annual evaluation of its own performance, its Committees and individual directors, the Board as a whole and that of Chairman after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Particulars of Conservation of Energy, technology absorption and foreign exchange earnings and outgo

a) Conservation of Energy

The Company is not involved in any manufacturing activity and hence has low energy consumption levels. Nevertheless, the Company makes all efforts to conserve and optimize the use of energy by using energy – efficient infrastructure, computers and equipments with latest technologies.

b) Technology Absorption and Research and Development

The Company's research and development focus is on developing new frameworks, processes and methodologies to improve the speed and quality of service delivery.

c) Foreign Exchange Earnings and Outgo

The earnings and expenditure in foreign exchange were as under:

Earning Rs. 10.64 lacs

Expenditure Rs. 0.60 lacs

Corporate Governance Report and Management's Discussion and Analysis Report

A separate section on Corporate Governance along with the Management Discussion & Analysis forming part of Directors' Report and certificate from the company secretary in whole time practice regarding compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to and forms part of the Director's Report.

The Ministry of Corporate Affairs has made majority of the provisions of the Companies Act, 2013 effective from 1st April, 2014. Your Company is already in substantial compliance of most of the governance requirements provided under the new law. Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement are complied with. As on the last day of the previous financial year, the paid up equity share capital of the Company is Rs. 7,90,77,150/- therefore Clause 49 shall not be mandatory to the Company as per the SEBI Circular No. CIR/CFD/POLICY CELL/712014 dated, September 15, 2014. However the Company has complied with some of the provisions of Clause 49 voluntarily to the extent possible. Your Company has proactively adopted provisions related to formation of Nomination and Remuneration Committee and Stakeholder Relationship Committee, ahead of implementation of the new law. Your Company is committed to embrace the new law in letter and spirit.

Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March, 2015, the Board of Directors confrm/state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departure;

b) the Directors have 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the 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 have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Acknowledgements

Your Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors etc. for their continued support during the year.

By order of the Board of Directors of Greycells Education Limited

Place : Mumbai

Abbas Patel

Date : 13th August, 2015 Chairman


Mar 31, 2014

Dear Members,

The Directors present the Annual Report of the Company along with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

Financial Results

During the year under review, the Company earned total consolidated revenue of Rs. 995.44 lacs for the year as against Rs. 878.82 lacs in the previous year. Standalone revenues during the year stood at Rs. 363.33 lacs as against Rs. 431.23 lacs in the previous year.

The consolidated profit before tax for the year stood at Rs. 57.05 lacs as against consolidated loss before tax Rs. 41.17 lacs in the previous year. Standalone loss before tax for the year was Rs. 20.69 lacs as against loss of Rs. 74.48 lacs in the previous year.

Dividend

The Directors have refrained from recommending dividend for the year.

Operations

The Company is currently engaged in the field of education in media, entertainment and sports management. It runs "EMDI Institute of Media & Communication" - a leader in Advertising, Event Management, PR and Journalism. The Company is currently conducting courses of EMDI at Mumbai, Delhi, Indore, Bhopal, Dubai and Uganda.

The Company through its associate company offers comprehensive program in Sports Management to train future sports marketing and management professionals under "Indian Institute of Sports Management (IISM)".

The Company also offers specialised course in wedding planning through a LLP venture Company.

Directors

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Bela Desai retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Brief profile of Ms. Bela Desai is annexed to the Notice of Annual General Meeting as stipulated under Clause 49 of the Listing Agreement with the BSE.

To broad base the Board of Directors, at the Board Meeting held on August 8, 2014, Mr. Farhad Wadia was appointed as an Additional Director with immediate effect. He holds office upto the forthcoming Annual General Meeting pursuant to provisions of Section 161 of the Companies Act, 2013. The Company has received notice under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director liable to retire by rotation.

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on August 8, 2014 recommended appointment of Mr. Abbas Patel and Dr. Anil Naik as Independent Directors of the Company, not liable to retire by rotation for a period of five consecutive years from the date of the ensuing Annual General Meeting subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013. The Company has received notices under Section 160 of the Companies Act, 2013, proposing their candidature for the office of Director not liable to retire by rotation.

Mr. Nowshir Engineer has been re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 1st July, 2014 subject to the approval of members and the Central Government at the ensuing Annual General Meeting.

Share Warrants

As per terms and conditions of share warrants, 16,00,000 share warrants of Rs. 10/- each issued at price of Rs. 21/- (including premium of Rs. 11/-) on 19.06.2012 have lapsed at the expiry of 18 months and initial amount of Rs. 5.25/- each (equivalent to 25% of value of share warrants) paid by warrant holders stands forfeited.

Preferential Issue of Equity Shares

The Company has issued and allotted 19,00,000 equity shares of Rs. 10/- each at par on 13th May, 2014 to Krisma Investments Private Limited (one of the Promoter''s of the Company) on preferential allotment basis thereby triggering to an Open Offer. Krisma Investments Private Limited has acquired 2,024 equity shares from public shareholders in the Open Offer pursuant to Regulation 3(1) of SEBI (SAST) Regulations, 2011.

Subsidiary Company

Your Company has two subsidiary companies viz., EMDI (Overseas) FZ LLC, a wholly owned subsidiary and Eduhub Education Private Limited, a joint venture subsidiary. The Company is one of the partners in EMDI Wedding Academy LLP (50% share). A statement containing brief financial details of the Subsidiary Companies for the year ended 31s1 March, 2014 is included in the notes of the consolidated financial statement. As required under the Companies Act, 1956 and the Listing Agreements with the Stock Exchanges, the Company has prepared the Consolidated Financial Statements of the Company and its Subsidiaries as per Accounting Standard which form part of the Annual Report and Accounts.

The Annual Accounts of the Subsidiary Companies and related detailed information will be made available to the Shareholders of the Company seeking such information. The Annual Accounts of the Subsidiary Companies are also kept for inspection by any members at the Registered Office of your Company.

Auditors

The Company''s statutory auditors, M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received communication from the Statutory Auditors confirming that their re-appointment, if made, would be within the limits prescribed under the Companies Act, 2013 and they are not disqualified for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is proposed to appoint M/s. Ford, Rhodes, Parks & Co., as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not require further clarification by the Board of Directors .

Fixed Deposits

During the year under review, the Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

Particulars of employees

Since none of the employees of the Company was drawing remuneration in excess of the limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, details therewith are not furnished.

Particulars of Conservation of Energy, technology absorption and foreign exchange earning and outgo

(a) Conservation of Energy

The Company is not involved in any manufacturing activity and hence has low energy consumption levels. Nevertheless, the Company makes all efforts to conserve and optimize the use of energy by using energy-efficient infrastructure, computers and equipments with latest technologies.

(b) Technology Absorption and Research and Development

The Company''s research and development focus is on developing new frameworks, processes and methodologies to improve the speed and quality of service delivery.

(c) Foreign Exchange Earnings and Outgo

The earnings and expenditure in foreign exchange were as under:

Earnings Rs. 14.68 lacs

Expenditure Rs. 0.62 lacs

Corporate Governance

A separate section on Corporate Governance along with Management Discussion & Analysis forming part of Director''s Report and the certificate from the Secretary in Whole Time Practice regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to and forms part of the Director''s Report. The Ministry of Corporate Affairs has made majority of the provisions of the Companies Act, 2013 effective from 1st April, 2014. Your Company is already in substantial compliance of most of the governance requirements provided under the new law. Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement are complied with. Your Company has proactively adopted provisions related to formation of Nomination and Remuneration Committee and Stakeholder Relationship Committee, ahead of implementation of the new law. Your Company is committed to embrace the new law in letter and spirit.

Directors Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to financial statements for the year ended 31st March, 2014, the Board of Directors confirm/state that:

i. In the preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have 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 as at 31st March, 2014 and of the loss of the Company for the year ended as on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

Acknowledgements

Your Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors etc. for their continued support during the year.

By Order of the Board of Directors

Place: Mumbai Abbas Patel Date: 8th August, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors present the Annual Report of the Company along with the Audited Statement of Accounts for the fnancial year ended 31st March, 2013.

Financial Results

During the year under review, the Company earned total revenue of Rs. 879.53 lacs for the year as against Rs. 897.64 lacs in the previous year. Standalone revenues during the year stood at Rs. 431.23 lacs as against Rs. 540.31 lacs in the previous year.

The consolidated loss before tax for the year stood at Rs. 41.17 lacs as against Rs. 111.20 lacs in the previous year. Standalone loss before tax for the year was Rs. 74.48 lacs as against loss of Rs. 70.31 lacs in the previous year.

Dividend

The Directors have refrained from recommending dividend for the year.

Operations

The Company is currently engaged in the feld of education in media, entertainment and sports management. It runs "EMDI Institute of Media & Communication" in India and Dubai - a leader in Advertising, Event Management, PR and Journalism. The Company is currently conducting courses of EMDI at Mumbai, Thane, Navi Mumbai, Delhi, Indore, Bhopal, Dubai and Uganda.

The joint venture Eduhub Education Pvt Ltd, offers comprehensive program in Sports Management to train future sports marketing and management professionals under "International Institute of Sports Management (IISM)" from Jai Hind College, Mumbai.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Dr. Anil Naik retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Brief resume of Dr. Anil Naik is annexed to the Notice of Annual General Meeting as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

Subsidiary Company

The Consolidated Financial Statements has been drawn up in accordance with the applicable accounting standards, forms part of the Annual Report. As per General Circular No.2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, general exemption was granted to all holding companies from the provisions of Section 212 in relation to subsidiaries of holding companies provided certain conditions are fulflled. Hence, the Company is not attaching the annual accounts of the subsidiary companies along with the accounts of the Company. As instructed in General Circular No.2/2011 dated 8th February, 2011, a gist of the fnancial performance of the subsidiaries is contained in the report. The Company will make available these documents/details upon request by any member of the Company or its subsidiaries, interested in obtaining the same. These documents will also be available for inspection during business hours at Company''s Registered Offce and respective offces of subsidiaries.

Auditors

The Company''s statutory auditors, M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not require further clarifcation by the Board of Directors.

Fixed Deposits

During the year under review, the Company has not accepted any deposits under Section 58-A of the Companies Act, 1956.

Particulars of employees

Since none of the employees of the Company was drawing remuneration in excess of the limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, details therewith are not furnished.

Particulars of Conservation of Energy, technology absorption and foreign exchange earning and outgo

(a) Conservation of Energy

The Company is not involved in any manufacturing activity and hence has low energy consumption levels. Nevertheless, the Company makes all efforts to conserve and optimize the use of energy by using energy-effcient infrastructure, computers and equipments with latest technologies.

(b) Technology Absorption and Research and Development

The Company''s research and development focus is on developing new frameworks, processes and methodologies to improve the speed and quality of service delivery.

(c) Foreign Exchange Earnings and Outgo

The earnings and expenditure in foreign exchange were as under: Earnings Rs.19.35 lacs

Expenditure Rs.1.06 lacs

Corporate Governance

A separate section on Corporate Governance along with Management Discussion & Analysis forming part of Directors'' Report and the certifcate from the Secretary in whole time practice regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to and forms part of the Directors'' Report.

Directors Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to fnancial statements for the year ended 31st March, 2013, the Board of Directors confrm/state that:

i. In the preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have 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 as at 31st March, 2013 and of the loss of the Company for the year ended as on that date;

iii. The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

Acknowledgements

Your Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors etc. for their continued support.

By Order of the Board of Directors

Place: Mumbai Abbas Patel

Date: 2nd August, 2013 Chairman


Mar 31, 2012

The Directors present the Annual Report of the Company along with the Audited Statement of Accounts for the financial year ended 31st Match, 2012.

Financial Results

The Company earned total revenue of Rs. 897.64 lacs for the year as against Rs. 948.03 lacs in the previous year. Standalone revenues during the year stood at Rs. 540.31 lacs as against Rs. 603.48 lacs in the previous year.

The consolidated loss before tax for the year stood at Rs. 111.20 lacs as against Rs. 565.01 lacs in the previous year, Standalone loss before tax tor the year was Rs. 70.31 lacs as against loss of Rs. 561.58 lacs In the previous year.

Dividend

The Directors have refrained from recommending dividend for the year.

Operations

The Company is currently engaged in the field of education in media, entertainment and sports management. It runs "EMDI Institute of Media & Communication" in India and Dubai - a leader in Advertising, Event Management, PR and Journalism. The Company is currently conducting courses of EMDI at Mumbai, Thane, Vashi, Delhi, Indore and Bhopal.

At the onset of the academic year 2011 -12, the Company has added a few feathers to its cap - EMDI (Overseas) FZ LLC, a wholly owned subsidiary of the Company has entered into an association with Dubai Education LLC, which presently operates the Canadian University of Dubai (CUD), The association will offer and conduct EMDI courses (professional training and short term non-accredited courses) to the 2000, students enrolled at CUD. The parties will also jointly initiate the possibility of launching an Associate Degree programme in Event Management (2 years programme) to be offered at the CUD campus in Dubai, CUD is one the UAE's leading Universities, which is spread across 14000 sq. mtrs and located in the heart of Dubai Business District of) Sheikh Zayed Road, CUD, an initiative of Emirates Investment and Development PSC, offers programs ranging from Bachelor & Master degree programs, various professional certificates, corporate training, etc. from its campus, CUD is accredited by the Ministry of Higher Education and Scientific Research and has affiliations with reputed and well known International universities and institutions. Certificates issued to students on completion of the courses will be co-certified by EMDI & CUD, Besides the Dubai training collaboration, CUD also looks towards appointing Greycells as its representative in India to disseminate course Information to the Indian student audience to join and register with CUD for its degree offerings in Dubai.

Further, EMOI (Overseas) FZ LLC, a wholly owned subsidiary of the Company has entered into an association with Rockstone Institute Limited, a Uganda based company engaged in education to launch EMDI courses co-certified with City & Guilds (UK's largest vocational accrediting board having accredited over 30 million students over the last 125 years) for the Communication and Entertainment Industry, industry veteran Peter Kagwa - Managing Director of Events Warehouse is EMDI's partner to the region in Kampala (Uganda) and Nairobi (Kenya). The Kampala and Nairobi centres of EMDI will now offer programmes in Event Management & Innovative Marketing, Advertising & Graphic Design, Public Relations & Journalism, Radio & Disc Jockeying.

The joint venture Eduhub Education Pvt. Ltd, offers first ever comprehensive program in Sports Management to train future sports marketing and management professionals under "Indian Institute of Sports Management (IISM)" from Jai Hind College, Mumbai.

All the event management courses delivered has been continue to be accredited by Event and Entertainment Management Association (EEMA), an association of the most reputed event management agencies in the country. The Post Graduate Diploma In Advertising and Communication is accredited by International Advertising Association (IAA). All the courses delivered by EMDI (Overseas) FZ LLC in Dubai continue to be accredited by City and Guilds. UK's largest vocational awarding body.

Directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Abbas Patel retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Brief resume of Mr. Abbas Patel is annexed to the Notice of Annual General Meeting as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

Increase in Authorised Share Capital

During the current year, the Company has increased its Authorised Share Capital from Rs. 8,00,00,000/- (Rupees Eight Crores only) divided into 80,00,000 (Eighty Lacs only) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 11,70,00,000/- (Rupees Eleven Crores Seventy Lacs only) divided into 1,17,00,000 (One Crore Seventeen Lacs only) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Share Warrants

During the current year, pursuant to the approval of shareholders through postal ballot on May 28, 2012, for issue of 39,00,000 share warrants, out of that the Company has issued and allotted 16,00,000 convertible share warrants of Rs. 10/- each at a price of Rs. 21/- per share warrant (including premium of Rs. 11/- each per share warrant) on preferential basis to the non promoter entities as per Chapter VII of SEBI (ICDR) Regulations, 2009. As per the terms of issue of share warrant, an amount equivalent to 25% of the issue price aggregating to Rs. 84,00,000/- was received and is retained in Share Warrants account.

For the proposed issue of 20,00,000 convertible share warrants of Rs. 10/- each at a price of Rs. 21/- per share warrant (including premium of Rs. 11/- each per share warrant) to Foreign Institution Investors (FII) on preferential basis in terms of Foreign Direct Investment (FDI) policy and Foreign Exchange Management Act, 1999 and regulations framed thereunder, the Company made an application to the Foreign Investment Promotion Board (FIPB) for their approval.

As per terms and conditions of issue of warrants, 13,00,000 warrants issued on 31.12.2010 have lapsed at the expiry of 18 months and initial amount equivalent to 25% of value of warrants paid by warrant holders on said warrants now stands forfeited.

Subsidiary Company

The Consolidated Financial Statements has been drawn up in accordance with the applicable accounting standards, forms part of the Annual Report. As per General Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, general exemption was granted to all holding companies from the provisions of Section 212 in relation to subsidiaries of holding companies provided certain conditions are fulfilled. Hence, the Company is not attaching the annual accounts of the subsidiary companies along with the accounts of the Company. As instructed in General Circular No. 2/2011 dated 8th February, 2011, a gist of the financial performance of the subsidiaries is contained in the report. The Company will make available these documents/details upon request by any member of the Company or its subsidiaries, interested in obtaining the same. These documents will also be available for inspection during business hours at Company's Registered Office and respective offices of subsidiaries.

Auditors

The Company's statutory auditors, M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The notes on accounts referred to in the Auditors' Report are self explanatory and therefore do not require further clarification by the Board of Directors.

Fixed Deposits

During the year under review, the Company has not accepted any deposits under Section 53-A of the Companies Act, 1956.

Particulars of employees

Since none of the employees of the Company was drawing remuneration in excess of the limits laid down pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, details therewith are not furnished.

Particulars of Conservation of Energy, technology absorption and foreign exchange earning and outgo

(a) Conservation of Energy

The Company is not involved in any manufacturing activity and hence has low energy consumption levels. Nevertheless, the Company makes all efforts to conserve and optimize the use of energy by using energy-efficient infrastructure, computers and equipments with latest technologies.

(b) Technology Absorption and Research and Development

The Company's research and development focus is on developing new frameworks, processes and methodologies to improve the speed and quality of service delivery.

(c) Foreign Exchange Earnings and Outgo

The earnings and expenditure in foreign exchange were as under:

Earnings Rs. 5.97 lacs

Expenditure Rs. 0.36 lacs

Corporate Governance

A separate section on Corporate Governance along with Management Discussion & Analysis forming part of Director's Report and the certificate from the Secretary in whole time practice regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is annexed to and forms part of the Director's Report.

Directors Responsibility Statement

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to financial statements for the year ended 31st March, 2012, the Board of Directors confirm/state that:

i. In the preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have 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 as at 31st March, 2012 and of the loss of the Company for the year ended as on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual Accounts on a going concern basis.

Acknowledgements

Your Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors etc. for their continued support.

By Order of the Board of Directors

Abbas Patel Chairman

Place: Mumbai Date: 2nd August, 2012

 
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