Directors Report of Ironwood Education Ltd.
Mar 31, 2018
DIRECTORSâ REPORT
Dear Shareholders,
The Directors presents the 35lh Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31s1 March, 2018.
Financial Results/State of Companyâs Affairs
During the year under review, the Company earned total consolidated revenue of '' 774.47 lakhs for the year as against '' 789.48 lakhs in the previous year. Standalone revenues during the year stood at '' 323.73 lakhs as against '' 359.91 lakhs in the previous year.
The consolidated loss for the year stood at '' 140.25 lakhs as against the consolidated loss before tax '' 78.73 lakhs in the previous year. The standalone loss for the year was '' 137.62 lakhs as against the standalone loss before tax of '' 44.33 lakhs in the previous year.
Dividend
The Directors have refrained from recommending dividend for the year under review.
Transfer to Reserves
Your Company does not recommend any amount to transfer to reserves for the financial year 2017-18.
Share Capital and changes therein
There was no change in Share Capital of the Company during the year under review.
Change in the Nature of Business
During the year under review there was no change in the nature of business of the Company.
Operations
The Company is currently engaged in Vocational training in media and entertainment sectors under the brand name âEMDI Institute of Media & Communicationâ (EMDI) - a leader in Event Management, Advertising, PR and Journalism. This year EMDI enters its 17lh year of pioneering training. The Company is currently offering courses of EMDI at Mumbai, Delhi, Bengaluru and Dubai. EMDI - Dubai courses are accredited by EDEXCEL ASSURED CENTRE, UKâs largest vocational accreditation board and EMDI Dubai is probably the only Institute offering industry relevant specialized courses in Dubai.
The Company also offers industry relevant Post Graduate Diploma in Global Sports Management courses under the brand âIRONWOOD SPORTS MANAGEMENT GLOBAL ACADEMYâ (ISMGA). ISMGA is perhaps Indiaâs only Academy to offer a Global offering in Sports Management across India and Dubai. ISMGA aims to train candidates with the right talent that can help grow sports businesses. With a panel of experienced faculty and a rich exposure to the global sports industry through an internship abroad, ISMGA provides tailor-made courses to suit the requirements of the industry. ISMGA offers job oriented course for candidates interested in sports management.
The Company offers specialized course in Wedding Planning with an indepth knowledge in the fields of creativity, customs & rituals, floral and stage design, venue and catering, besides other aspects such as entertainment, technology and international best practices.
The Company formed an Advisory Board with Industry stalwarts like: Mr. Ashok Advani founder publisher of the Business India Group of Publications, Mr. Ravi Shastri cricket legend and Team India Cricket Coach, Mr. Brian Tellis founder of Fountainhead Promotions & Events and Mr. Nagesh Alai, Former Group Chairman of FCB Ulka Group as member of Advisory Board.
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 retire by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Brief profile of Ms. Bela Desai is annexed to the Notice of Annual General Meeting as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent Directors in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations:
1. Mr. Abbas Patel
2. Dr. Anil Naik
The Independent Directors of the Company has given declaration of independence as provided under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).
During the year, Mr. Samkeet Patel has resigned as a Chief Financial Officer of the Company and in his place, the Board appointed Ms. Dhara Shah as a Chief Financial Officer of the Company. Mr. Nowshir Engineer has resigned as a Director of the Company with effect from 31s1 October, 2017. The Board places on record its appreciation for the valuable contribution made by him during his tenure as a Director of the Company. Ms. Preeta DâSouza has appointed as a Chief Executive Officer of the Company w.e.f. 14lh December, 2017 by Board of Directors.
Details of Remuneration to Directors
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended has been appended as ANNEXURE A to this Report.
Particulars of Employees
There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.
Number of Meetings of the Board
During the financial year ended on 31s1 March, 2018 the Board of Directors of your Company have met 6 (Six) times viz. 15lh May, 2017; 17lh August, 2017; 13lh September, 2017; 14lh December, 2017; 15lh January, 2018 and 12lh February, 2018. For further details, please refer Report on Corporate Governance of this Annual Report.
Directorsâ Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31s1March, 2018, the Board of Directors to the best of their knowledge and ability, confirm/state that:
a) i n the preparation of the annual accounts for the year ended March 31, 2018, 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, 2018 and of the loss 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 âgoing concernâ 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.
Details of Committees of the Board
Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held of each Committee during the financial year 2017-18 and meetings attended by each member of the Committee as required under the Companies Act, 2013 and SEBI LODR are provided in Corporate Governance Report forming part of this 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 31st March, 2018 and the date of this report other than those disclosed in this report.
Significant and Material Orders passed by the Regulators or Courts or Tribunals
There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operations.
Maintenance of Cost Records
The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act.
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).
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.
The gross revenue of subsidiary for the financial year ended March 2018 stood at AED 25,56,780/- (Previous Year: AED 2,389,111). During the year, the Subsidiary Companyâs Profit stood at AED 54,342/- (Previous year loss: AED 146,666).
The gross revenue of joint venture partnership for the financial year ended March 2018 stood at Rs, 10.45 lakhs as against Rs, 21.86 lakhs in the previous year. The loss before tax for the financial year ended March 2018 was Rs, (0.05) lakhs as against profit of Rs, 0.18 lakhs in the previous year.
Consolidated Financial Statements
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, 2018 in Form AOC - 1 is attached to the financial statements of the Company. As required under the Companies Act, 2013 and the Listing Regulations, 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 in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The details of the policy are given in Corporate Governance Report and policy is available on the Companyâs website www.greycellsltd.com.
Business Risk Management
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 available on the Companyâs 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. The Company has constituted the Internal Complaint Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy is available on the Companyâs website www.greycellsltd.com.
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 Auditorsâ Report
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules made thereunder, M/s. A. T. Jain & 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 29th September, 2017 till the conclusion of the AGM to be held in the year 2022.
The notes on accounts referred to in the Auditorsâ Report are self-explanatory and do not require further clarifications by the Board.
Secretarial Auditor
The Board has appointed M/s. A. K. Jain & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 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. However the observation mentioned in the Secretarial Audit Report is self-explanatory.
Instances of fraud, if any reported by the Auditors
There have been no instances of fraud reported by the Statutory Auditors or Secretarial Auditors under Section 143(12) of the Companies Act, 2013.
Adequacy of Internal Financial Control with reference to the financial statements
The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your 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 action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.
Compliance with Secretarial Standards
The Company complies with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
Deposit from Public
The Company has not accepted any deposits from public within the purview of Chapter V of the Companies Act, 2013 and rules made thereunder. During the year under review 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.
Corporate Social Responsibility
In terms of Section 135 of the Companies Act, 2013, provisions of Corporate Social Responsibility are not applicable to the Company.
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 forms part of this report.
Related Party Transactions
All Related Party Transactions entered during the year were in ordinary course of the business and on armâs 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 Indian Accounting Standard (IND AS) 24 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 the Listing Regulations the Board of Directors of the Company has carried 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 Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to account the views of Executive Director and Non-executive Directors, performance evaluation of Independent Directors being evaluated.
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 equipmentâs with latest technologies.
b) Technology Absorption and Research and Development
The Companyâs 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, 0.53 lakhs
Expenditure Rs, 2.95 lakhs
Corporate Governance Report and Managementâs Discussion and Analysis Report
A separate section on Corporate Governance along with the Management Discussion & Analysis and certificate from the company secretary in whole time practice regarding compliance of conditions of Corporate Governance stipulated as per Part B and C of Schedule V of the Listing Regulations is annexed to and forms part of the Directorâs Report.
Pursuant to the provisions of the Listing Regulations, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Regulations are complied with.
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 : 13lh August, 2018 Chairman
Mar 31, 2016
DIRECTORSâ REPORT
Dear Shareholders,
The Directors present the 33rd Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2016.
Financial Results/State of Companyâs Affairs
During the year under review, the Company earned total consolidated revenue of '' 847.40 lacs for the year as against Rs, 861.06 lacs in the previous year. Standalone revenues during the year stood at Rs, 373.50 lacs as against Rs, 353.95 lacs in the previous year.
The consolidated profit before tax for the year stood at Rs, 62.37 lacs as against Rs, 92.96 lacs in the previous year. The standalone profit before tax for the year was Rs, 7.17 lacs as against Rs, 20.92 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 2015-16.
Share Capital and changes therein
There was no change in Share Capital of the Company during the year under review.
Operations
The Company is currently engaged in Vocational training in media and entertainment sectors under the brand name âEMDI Institute of Media & Communicationâ (EMDI) - a leader in Event Management, Advertising, PR and Journalism. This year EMDI enters its 15th year of pioneering training. The Company is currently offering courses of EMDI at Mumbai, Delhi, Bengaluru, Indore and Dubai. EMDI - Dubai courses are accredited by EDEXCEL ASSURED CENTRE, UKâs largest vocational accreditation board and EMDI Dubai is probably the only Institute offering industry relevant specialized courses in Dubai.
The Company offers specialized course in Wedding Planning with an in-depth knowledge in the fields of creativity, customs & rituals, floral and stage design, venue and catering, besides other aspects such as entertainment, technology and international best practices through its LLP venture under the brand name âThe Wedding Academyâ (TWA).
The Company also offers industry relevant courses in Digital Marketing & E-commerce that encompass Internet Marketing, Search Engine Marketing, Social Media Marketing, E-mail Marketing, Mobile Marketing, E-Commerce and Web & Social Media Analytics under the brand name âWorld Media Academyâ (WMA).
During the year under review, the Company has also launched industry relevant Post Graduate Diploma in Global Sports Management courses under the brand âIRONWOOD SPORTS MANAGEMENT GLOBAL ACADEMYâ (ISMGA). ISMGA is perhaps Indiaâs only Academy to offer a Global offering in Sports Management across India and Dubai and the course is supported by Promoseven Sports Marketing, Dubai.
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 retire by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. Brief profile of Ms. Bela Desai is annexed to the Notice of Annual General Meeting as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations :-
1. Mr. Abbas Patel
2. Dr. Anil Naik
Mr. Yajurvindra Singh Bilkha has resigned as Director of the Company with effect from 15th March, 2016. The Board places on record its appreciation for the valuable contribution made by him during his tenure as a Director of the Company.
The Independent Directors of the Company has given declaration of Independence as provided under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
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) Amended Rules, 2016 is given in Annexure A to this report.
Number of Meetings of the Board
During the financial year ended on 31st March, 2016 the Board of Directors of your Company have met 5 (Five) times viz. 13th May, 2015, 13th August,
2015, 9th November, 2015, 2nd February, 2016 and 8th February, 2016. For further details, please refer Report on Corporate Governance of this Annual Report.
Directorsâ Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March, 2016, the Board of Directors to the best of their knowledge and ability, confirm/state that:
a) in the preparation of the annual accounts for the year ended March 31, 2016, 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, 2016 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 âgoing concernâ 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.
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 2015 - 16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report forming part of this 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 31st March, 2016 and the date of this report other than those disclosed in this report.
Significant and Material Orders passed by the Regulators or Courts or Tribunals
There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operations.
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 2016 stood at AED 2,697,685 (Previous Year : AED 3,108,944). During the year, the Companyâs profit stood at AED 363,236 (Previous year : AED 495,875). The gross revenue of joint venture partnership for the financial year 2016 stood at Rs, 27.67 lacs as against Rs, 19.20 lacs in the previous year. The profit before tax for the financial year 2016 was Rs, 1.33 lacs as against loss of Rs, 1.52 lacs in the previous year.
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.
Consolidated Financial Statements
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, 2016 in Form AOC - 1 is attached to the financial statements of the Company. As required under the Companies Act, 2013 and the Listing Regulations, 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 upto 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 available on the Companyâs website www.greycellsltd.com.
Business Risk Management
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 available on the Companyâs 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 policy is available on the Companyâs website www.greycellsltd.com.
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 Auditorsâ Report
Statutory Auditor
Pursuant to the provisions of Section 139 of the Act and the rules made there under, M/s. Ford, Rhodes, Parks & Co. LLP, 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 19th May, 2016 recommended to the members of the company for ratification of appointment of M/s. Ford, Rhodes, Parks & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for the financial year 2016-17.
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 Auditorsâ Report are self explanatory and do not require further clarifications by the Board. Secretarial Auditor
The Board has appointed Mr. Ashish Kumar Jain of A. K. Jain & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 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.
Instances of fraud, if any reported by the Auditors
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
Internal Financial Control System
The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your 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 action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.
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 armâs 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 the Listing Regulations the Board of Directors of the Company has carried 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 Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.
In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to account the views of Executive Director and Non-executive Directors, performance evaluation of Independent Directors being evaluated.
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 Companyâs 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, 3.85 lacs
Expenditure Rs, 1.25 lacs
Corporate Governance Report and Managementâs Discussion and Analysis Report
A separate section on Corporate Governance along with the Management Discussion & Analysis forming part of Directorsâ Report and certificate from the company secretary in whole time practice regarding compliance of conditions of Corporate Governance stipulated as per Part B and C of Schedule V of the Listing Regulations is annexed to and forms part of the Directorâs Report.
Pursuant to the provisions of the Listing Regulations, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Regulations are complied with. 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 : 10th August, 2016 Chairman
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 Â 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 Â 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 Â 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 Â
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 Â
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
Mar 31, 2010
The Directors present the Annual Report of the Company along with the
Audited Statement of Accounts for the financial year ended 31st March,
2010.
Financial Results
Despite global recessionary conditions, your companys consolidated
revenues has increased to Rs. 791.30 lacs for the year as against Rs.
518.94 lacs in the previous year, registering a growth of 52% over the
previous year. Standalone revenues during the year stood at Rs. 486.12
lacs as against Rs. 237.98 lacs in the previous year, registering a
growth of 104% over the previous year.
The consolidated loss before tax for the year stood at Rs. 9.97 lacs as
against Rs. 615.71 lacs in the previous year. Standalone profit before
tax for the year was Rs. 32.03 lacs as against loss of Rs. 579.37 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 and Training
in Media & Entertainment under the brand name of ÃEMDI Institute of
Media & Communicationà à in India and Dubai.
As evident from the financials, the India operations have shown a
robust growth. The economic scenario in Dubai has inversely affected
the business of the subsidiary company resulting in a loss on
consolidated basis.
At the onset of the academic year 2010-11, the Company has added a few
feathers to its cap - The Companys 2 years Post Graduate Diploma in
Advertising and Communication delivered by EMDI in India has been
conferred accreditation from International Advertising Association
(IAA), IAA headquartered in New York, was founded in 1938 to champion
responsible marketing. IAA, with its 56 chapters in 76 countries, is a
one- of-a-kind global partnership whose members comprise advertisers,
media, advertising and public relations agencies, media companies, and
academics. IAA is a platform for industry issues and is dedicated to
protecting and advancing freedom of commercial speech, responsible
advertising, consumer choice, and the education of marketing
professionals. This is first such recognition granted to an education
institution in India.
All the courses delivered by EMDI in India & Dubai continue to be
accredited by City and Guilds, UKs largest vocational awarding body.
In association with Mr. Ashok Advani à Founder Publisher of Business
India, the Company has forayed in Financial Education with the launch
of Business India Institute of Finance (BIIF) in New Delhi. To start
with course offerings include Post Graduate Diploma in Finance with two
primary specializations à Wealth & Investment Management and Banking &
Corporate Finance.
During the current year, the company has acquired majority equity stake
in Eduhub Education Private Limited, a company engaged in education in
media & entertainment and sports management. Course offerings include
the courses run under the brand name EMDI Institute of Media &
Communication and International Institute of Sports Management (IISM).
Indias first-ever comprehensive program to train future sports
marketing and management professionals in association with Jai Hind
College. IISM has the support of Industry stalwarts like Ravi Shastri Ã
Former Indian Team Captain and Commentator, Mahesh Bhupati à Managing
Director, Globosport, Prof. Ratnakar Shetty à Chief Administrative
Officer, BCCI, Ameya Hete à Executive Director, Valuable Group, Dhiraj
Malhotra à Marketing, ICC, Vivek Singh à Joint Managing Director,
Procam International, Shailendra Singh à Managing Director, Percept
DMark, to name few.
Towards further tapping the huge potential of students in the country,
the Indian operations have expanded geographically by setting up new
centres across India.
Change of Name
To reflect the business of the Company, the name of the Company has
been changed from Greycells Entertainment Limited to Greycells
Education Limited vide fresh Certificate of Incorporation consequent
upon change of
name issued by the Ministry of Corporate Affairs, Registrar of
Companies, Maharashtra, Mumbai dated 11th February, 2010.
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.
Rights Issue
During the year under review, your Company has allotted 22,76,215
equity shares of Rs. 10/- each at a premium of Rs. 40/- per share
aggregating Rs. 1138.11 lacs to the existing shareholders on rights
basis in the ratio of 61 equity shares for every 100 equity shares held
by them.
At the end of 30th June, 2010, the Company has utilized Rs. 1051.37
lacs towards the object of the rights issue and the balance unutilized
amount of Rs. 85.03 lacs has been temporarily invested in units of
mutual fund and balance in current account.
Share Capital
During the year under review, the paid-up share capital of your company
stands increased from Rs. 3,73,15,000 to Rs. 6,00,77,150 post allotment
of 22,76,215 equity shares on rights basis.
Subsidiary Company
A statement of financial position of the Companys wholly owned
subsidiary, EMDI (Overseas) FZ LLC pursuant to Section 212 of the
Companies Act, 1956 is annexed and forms part of this Report.
Joint Venture
Post closure of the financial year, your Company has acquired majority
equity stake in Eduhub Education Private Limited, a company engaged in
education in media & entertainment and sports management education.
De-classification of Promoters
Pursuant to the consent of the shareholders by postal ballot on May 04,
2010 Mr. Uday Sinh Wala, Mr. Udaysinh Virawala Wala and Ms. Simeron
Ghei ("Uday Wala & Group") have been declassified as promoters of the
Company.
Change in Registered Office
The registered office of the Company has been shifted from VMDL Campus,
4th Floor, Opp. Lilavati Hospital, Bandra Reclamation, Mumbai à 400050
to D-2, 1st Floor, Poddar Chambers, 126, Mathuradas Compound, N.M.
Joshi Marg, Lower Parel (West), Mumbai à 400013 w.e.f. 13th August,
2010.
Auditors
The Companys 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 dont 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 Companys 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 Nil
Expenditure Rs.7.63 lacs
Corporate Governance
A separate section on Corporate Governance along with Management
Discussion & Analysis forming part of Directors 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
Directors 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, 2010, 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, 2010 and of the profit or 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 etc. for their continued support.
By Order of the Board of Directors
Place: Mumbai Abbas Patel
Date: 13thAugust, 2010 Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Ironwood Education Ltd.
-
Ironwood Education Ltd. Tools
- Bulk Deals
-
Ironwood Education Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Rights
- BSE Price History
-
Ironwood Education Ltd. Key Financial Ratios
- Ratios
-
Ironwood Education Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Ironwood Education Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Ironwood Education Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Ironwood Education Ltd. Corporate Announcements
- Book Closure
- Board Meetings
- Change of Name
