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Notes to Accounts of Greycells Education Ltd.

Mar 31, 2015

A Terms and Rights:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b The above issued, subscribed and paid up share capital includes 2,276,215 Equity shares of Rs. 10 each fully paid up which were issued on rights basis at the premium of Rs. 40 per share in last fve years.

c The Company had issued a postal ballot notice to the shareholders of the Company on 31.03.2014 for issuing 1,900,000 equity shares of Rs. 10/- each to Krisma Investments Private Limited (one of the member of the promoter and promoter group of the Company) on preferential allotment basis in accordance with the provisions of Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable laws. The same was approved through postal ballot on 5th May, 2014 and the shares were allotted by the company at its board meeting held on 13th May, 2014.

1. Contingent Liability:

Capital commitment not provided for (net of advances) Rs. NIL (P.Y. Rs. 4,43,968) 25 The Company has carried out business operations only in the segment of 'Vocational Education' during the year. The Company does not have more than one segment eligible for reporting in terms of Accounting Standard 17 - "Segment Reporting" issued by The Institute of Chartered Accountants of India.

2. No vendors have informed the Company of their being registered under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, as per the information available with the Company, there are no amounts payable to such vendors as at the year end.

3. The business association with Mrs. Ruchi Mahajan has been concluded in terms of Understanding in the earlier year. The balance outstanding amount of Rs. 19,57,292 receivable from her which is doubtful of recovery has been provided for in the financial statement under the head "Other Non-Current Assets".

Notes to Financial Statements for the year ended 31st March, 2015

4. Related Party Disclosures:

(A) List of Related Parties and list of related parties with whom transactions have taken place during the year / previous year: Subsidiaries

1) EMDI (Overseas) FZ LLC

2) Eduhub Education Pvt Ltd (up to 30.03.2015)

Joint Venture

1) EMDI Wedding Academy LLP - (50% Share in Profit & Loss)

Key Managerial Personnel

1) Mr. Nowshir Engineer - Managing Director (No transaction during the year/ previous year)

2) Mr. Dharmesh Parekh - Company Secretary

3) Mrs. Binal Gala - Chief Financial Officer from 01/04/2014 to 08/08/2014

4) Mr. Samkeet Patel - Chief Financial Officer w.e.f 05/02/2015

5) Mrs. Asha Parekh - Consultant (Relative of Dhamesh Parekh) 33 No impairment provision has been made in the financial statements with regard to the value of investment in EMDI (Overseas) FZ LLC, wholly- owned subsidiary of the Company although the net worth of the subsidiary is completely eroded as the management is expecting the positive trends in the results of the subsidiary ongoing concern basis.

5. Previous period figures have been regrouped / recast wherever necessary to make them comparable.


Mar 31, 2014

1. a Terms and Rights:

The Company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. b The above issued, subscribed and paid up share capital includes 540,000 equity shares which were issued to Mr. Nowshir Engineer pursuant to acquisition of EMDI (Overseas) FZ LLC for consideration other than cash in the past five years The above issued, subscribed and paid up share capital includes 2,276,215 Equity shares of Rs. 10 each fully paid up which were issued on rights basis at the premium of Rs. 40 per share in last five years.

c The Company has issued a postal ballot notice to the shareholders of the Company on 31.03.2014 for issuing 1,900,000 equity shares of Rs. 10/- each to Krisma Investments Private Limited (one of the member of the promoter and promoter group of the Company) on preferential allotment basis in accordance with the provisions of Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable laws. The same is subject to approval of shareholders through postal ballot process.

d Shareholders holding more than 5% of Shares

2. Contingent Liability:

Capital commitment not provided for (net of advances) Rs. 443,968 (Previous Year Nil)

3. The Company has carried out business operations only in the segment of ''Vocational Education'' during the year. The Company does not have more than one segment eligible for reporting in terms of Accounting Standard 17 issued by The Institute of Chartered Accountant of India.

4. No vendors have informed the Company of their being registered under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, as per the information available with the Company, there are no amounts payable to such vendors as at the year end.

5. The business association with Mrs. Ruchi Mahajan has concluded in terms of Understanding in the previous year. The balance outstanding amount of Rs. 19,57,292 which is doubtful of recovery has been provided for in the financial statement under the head "Other Current Assets".

6. The exceptional item of Rs. 4,044,132 (previous year Nil) shown in the statement of profit and loss represents compensation (net of related expenses) received from past Business Associate in terms of consent decree as full and final settlement of the claim against them.

7. Previous period figures have been regrouped / recast wherever necessary to make them comparable.


Mar 31, 2013

1 The Company has carried out business operations only in the segment of ''Vocational Education'' during the year. The Company does not have more than one segment eligible for reporting in terms of Accounting Standard 17 issued by The Institute of Chartered Accountant of India.

2 No vendors have informed the Company of their being registered under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, as per the information available with the Company, there are no amounts payable to such vendors as at the year end.

3 The business association with Mrs. Ruchi Mahajan has concluded in terms of Memorandum of Understanding. The balance outstanding amount of Rs. 19,57,292 which is doubtful of recovery has been provided for in the fnancial statement under the head "Other Current Assets".

4 The Company operates an unfunded gratuity scheme for its employees. The disclosures in respect of the scheme as required in the Accounting Standard 15 - ''Employee Benefts'', issued by the Institute of Chartered Accountants of India'' are given below :

Defned Beneft Plans

Gratuity Scheme (Unfunded Scheme)

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was performed in respect of the aforesaid defned beneft plans based on the following assumptions:-

5 Related Party Disclosures :

(A) List of Companies under Common Control Subsidiaries

EMDI (Overseas) FZ LLC Eduhub Education Pvt Ltd

(B) Names of related parties with whom transactions have taken place during the year / previous year :

a) Key Management Personnel : Mr.Deepak Chaudhary till 30th June, 2011

b) Transactions with Related Parties :

6 Previous period fgures have been regrouped / recast wherever necessary to make them comparable.


Mar 31, 2012

1. Share Capital:

a. Terms and Rights:

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b. The above issued, subscribed and paid up share capital includes 5,40,000 equity shares which were issued pursuant to acquisition of EMDI (Overseas) FZ LLC for consideration other than cash in the past five years.

The above issued, subscribed and paid up share capital includes 2,276,215 Equity shares of Rs. 10 each fully paid up were issued on rights basis at the premium of Rs. 40 per share in last five years.

2. Share Warrants:

During the previous year, the Company has issued and allotted 1,300,000 partly paid convertible share warrants for cash to Promoters and Non Promoter Group on preferential allotment basis. These share warrants are convertible into equity shares of Rs. 10 each at a premium of Rs. 45 per share in the ratio 1:1 and the so converted equity shares shall rank pari passu in all respects with the existing equity shares of the Company. As per SEBI (ICDR) Regulations, 2009, the conversion of these warrants will be made within the period of 18 months from the date of allotment in one or more tranches subject to full payment being received and on such terms and conditions as the Board may deem appropriate. If the investors do not opt for the conversion of the warrants, the upfront amount so paid would stand forfeited by the Company and all the rights attached to the warrants shall lapse automatically.

As per the terms of issue of the share warrants, an amount equivalent to 25% of the issue price of the warrants amounting to Rs. 17,875,000 was received and is retained under share warrants.

3. The Company has carried out business operations only in the segment of 'Education' during the year and also the previous year. Hence segment reporting as per Accounting Standard 17 - 'Segment Reporting, issued by The Institute of Chartered Accountant of India, has not been given.

4. No vendors have informed the Company of their being registered under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, as per the information available with the Company, there are no amounts payable to such vendors as at the year end.

5. The Company has entered in to a business association contract with Mrs. Ruchi Mahajan (Associate) for conducting finance courses at Delhi, which operates as a separate division of the Company. Under the contract, the associate is entitled to receive management fees plus a share in the profit/loss of this division. Accordingly, the expenses of this division have been netted out to the extent of the associates share of expenditure aggregating to Rs. 1,289,111.

6. Related Party Disclosures :

(A) List of Companies under Common Control

Subsidiaries EMDI (Overseas) FZ LLC Eduhub Education Pvt. Ltd.

(B) Names of related parties with whom transactions have taken place during the year/previous year:

a) Key Management Personnel:

Deepak Chaudhary till 30th June, 2011 Nowshir Engineer

7. Till the year 31st March, 2011, the Company was using pre-revised Schedule VI to the Companies Act, 1956 for the preparation and presentation of its Financial Statements. During the year 31st March, 2012, the Revised Schedule VI were notified under the Companies Act, 1956, has become applicable to the Company. The Company has reclassified the previous year's figures to confirm with current year's classification. The adoption of the Revised Schedule VI does not impact the recognition and measurement principles followed for presentation of the financial statement. However, it significantly impacts the presentation and disclosures made in the financial statements, particularly the presentation of the Balance Sheet.

 
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