To the Members Your Directors have pleasure in presenting the 23rdAnnual Report along with Audited Financial Statements for the year ended 31st March2015.
1. FINANCIAL RESULTS:
| || |
Rupees in Lakhs
| || |
|Particulars ||2014-15 ||2013-14 |
|Total Income ||764.56 ||6507.36 |
|Total Expenditure ||440.68 ||6016.30 |
|Interest & Financial Charges ||92.03 ||415.51 |
|Profit before Depreciation and Tax ||231.84 ||75.56 |
|Less: Depreciation ||597.64 ||817.45 |
|Profit/Loss before taxation ||(365.80) ||(741.90) |
|Provision for Taxation - Earlier years /Deferred Tax ||23.09 ||(413.52) |
|Profit/(Loss) after taxation ||(388.89) ||(328.38) |
|Add:- Balance brought forward from Last Year ||1623.53 ||1951.91 |
|Less:- Adjustment on account of Schedule II o f the Companies Act 2013 ||6.59 ||- |
|Balance Carried to Balance Sheet ||1228.05 ||1623.53 |
|Earnings Per Share Rupees ||(1.86) ||(1.57) |
The Net Sales for the year ended 31st March 2015 stood at Rs.642.83Lacs as compared to Rs.6363.16 Lacs for the year ended 31st March 2014. TheNet loss after tax for the year ended 31st March2015 stood at Rs.388.89 lacs as compared to net loss after tax Rs. 328.38 lacs for the year ended 31stMarch2014. The Consolidated Net Sales for the year ended 31st March 2015 stoodat Rs. 900.74 Lacs as compared to Rs. 10578.24 lacs for the year ended 31stMarch 2014. The consolidated loss after Tax for the year ended 31st March2015 stood at Rs. 696.75 lacs as compared to net loss after tax Rs. 94.50 lacs for theyear ended 31st March 2014.
In view of the current year loss and carried forward losses the Directors regret theirinability to recommend any dividend to the Equity Shareholders of the Company for the yearunder review.
4. SUBSIDIARY COMPANY
The Company has following subsidiaries viz.
1. Birla Edutech Limited (Up to 30.09.2014).
2. Wholly-owned foreign subsidiary viz. Birla Shloka Edutech ltd.FZE.
3. Ojus Healthcare private Limited.
The operations of the above mentioned subsidiaries on standalone basis for the yearunder review are as under:
| || |
|Particulars ||Foreign currency ||Indian Rs. ||Foreign currency ||Indian Rs. |
|Revenue || || || || |
|Ojus Health Care Private Limited ||Nil ||6249742 ||Nil ||14788969 |
|Birla Edutech Limited (Up to 30.09.2014) ||Nil ||19541229 ||Nil ||39536399 |
|Birla Shloka Edutech Limited - FZE ||Nil ||Nil ||Nil ||369875799 |
|Profit After Tax || || || || |
|Ojus Health Care Private Limited ||Nil ||152166 ||Nil ||663575 |
|Birla Edutech Limited (Up to 30.09.2014) ||Nil ||4627166 ||Nil ||(1857460) |
|Birla Shloka Edutech Limited - FZE ||Nil ||Nil ||Nil ||7504819 |
The Company have placed separate audited accounts in respect of its subsidiaries on itswebsite and also provides a separate audited financial statement in respect of the abovenamed subsidiaries to any shareholder of the company who ask for it.
5. FINANCIAL STATEMENTS OF SUBSIDIARY:
A report on the performance and financial position of a subsidiary as per the CompaniesAct 2013 is provided as ANNEXURE-A to the consolidated financial statement andhence not repeated here for the sake of brevity.
6. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No major event has occurred subsequent to the date of Financial Statements.
7. CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of Business during the year under the review.
8. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the Policy are given in the Corporate GovernanceReport and the Policy is posted on the Companys website.
9. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated under clause 49 of the Listing Agreementwith the Stock Exchange(s) forms part of the Annual Report. Certificate from the Auditorsof the Company confirming compliance of conditions of Corporate Governance as stipulatedunder the aforesaid clause 49 forms part of the Annual Report.
10. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return as provided under Section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith as ANNEXURE-I to this Report.
11. NUMBER OF BOARD MEETING:
The Board of Directors met 9 (nine) times in the year the details of which areprovided in the Corporate Governance Report.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
13. RELATED PARTY TRANSACTIONS:
No transactions were entered into during the financial year were in the ordinary courseof business and were on an arms length basis. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other related parties which may have a potential conflict with the interestof the Company at large. All related party transactions for the year are placed before theAudit Committee as well as before the Board for approval. The transactions entered intowith related parties are reviewed on a quarterly basis by the Audit Committee. The policyon Related Party Transactions as approved by the Audit Committee and Board is uploaded onthe Companys website at the link http://www.birlashloka.com The detail of thetransactions with Related Parties to be provided in Form AOC-2 is annexed herewithas ANNEXURE-II.
14. RISK MANAGEMENT:
In line with the regulatory requirements the Company has framed a Risk ManagementPolicy to identify and access the key business risk areas and a risk mitigation process. Adetailed exercise is being carried out at regular intervals to identify evaluate manageand monitor all business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
16. INTERNAL CONTROL SYSTEM:
Your Company has adequate system of internal controls to ensure that all the assets aresafeguarded and are productive. Necessary checks and controls are in place to ensure thattransactions are properly verified adequately authorized correctly recorded and properlyreported. The Internal Auditors of the Company conducts Audit of various departments toensure that internal controls are in place and submit quarterly and yearly Reports to theAudit Committee. The Audit Committee regularly reviews these Reports and the Company whenneeded takes corrective actions.
17. HUMAN RESOURCES:
Your Company treats its human resources as its important asset and believes in itscontribution to the all round growth of your Company. Your Company takes steps from timeto time to upgrade and enhance the quality of this asset and strives to maintain it inagile and responsive form. Your Company is an equal opportunity employer and practicesfair employment policies. Your Company is confident that its Human Capital willeffectively contribute to the long term value enhancement of the organization.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
18. PARTICULARS OF JOINT VENTURE OR ASSOCIATE COMPANY.
The Company does not have any Joint Venture with any person and the detail of AssociateCompanies have been given in MGT9 ANNEXED herewith.
19. FIXED DEPOSITS:
As on 31.03.2015 the Company has fixed deposit of Rs. 89371000.
Confirmation of Appointment:
Mr. Laxmi Daga was appointed as Additional Director w.e.f. 14.11.2014 andresigned from conclusion of the Board meeting held on 14.08.2015. The Board placeson record its appreciation of invaluable contribution and guidance provided by him duringhis tenure as a Director of the Company.
Mr. Satish Jadhav was appointed as Additional Director w.e.f. 14.11.2014. Hehold office up to the date of the ensuing Annual General Meeting.
The Company has received notice in writing from member proposing the candidature of Mr.Satish Jadhav as Independent and NonExecutive Director of the Company.
Brief resume of the Directors proposed to be appointed nature of their expertise inspecific functional areas and names of the Companies in which they hold the directorshipand membership/chairmanship of committees of the Board as well as their shareholding asstipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) are givenin the Report on Corporate Governance forming part of the Annual Report.
Declaration from Independent Directors
As per the provisions of Companies Act 2013 the Independent Directors of the Companyto be appointed by the members for a term upto five years and no independent directorshall be liable to retire by rotation.
Further Mr. Satish Jadhav has given declaration to the Company under Section 149(6) ofthe Companies Act 2013 that they qualify the criteria of independence mentioned underthat sub-section. Accordingly it is proposed to appoint above referred director as anIndependent Directors not liable to retire by rotation for a term of five years from theensuing Annual General Meeting.
Criteria for appointment of Independent Directors
The Independent Directors shall be of high integrity with relevant expertise andexperience with Directors having expertise in the fields of manufacturing marketingfinance law governance and general management so as to have a diverse Board.
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.
21. DIRECTORS RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3)(c) of the Companies Act 2013 your Directorsconfirm as under:-
i) That in the preparation of the accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;
iii) That the Directors have taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) That the Directors have prepared the accounts for the financial year on goingconcern basis.
v) The Directors have laid down internal financial controls which are adequate andwere operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. ANNUAL EVALUATION:
The performance of Board of Directors and the Committees constituted by the Board andthe Individual Directors has been evaluated during the Financial Year ended 31stMarch 2015.
23. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration ofManagerial Personnel Rules 2014 are provided as per ANNEXURE -III.
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014-Nil
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8 of The Companies (Accounts) Rules 2014 is given in ANNEXURE -IV to this report.
i) Statutory Auditors:
The Auditors M/s. Jai Prakash Upadhayay & Co. Chartered Accountants Mumbairetire at this Annual General Meeting and being eligible offer themselves forreappointment.
ii) Secretarial Audit :
According to the provision of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report submitted by Company Secretary in Practice is enclosed in FORMMR-3 as a part of this report ANNEXURE-V.
iii) Cost Auditors:
Cost Audit is not applicable to the Company.
26. PURCHASE OF SHARES OF THE COMPANY:
The Company does not give any loan guarantee or security or any financial assistanceto the employees of the Company for the purpose of purchase or subscription for any sharesof the Company or its holding Company pursuant to Section 67(2) of the Companies Act2013.
27. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The provisions of Section 135 of the Companies Act 2013 are not presentlyapplicable to the Company.
28. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS:
The Company has not issued any shares with differential Voting Rights pursuant to theprovisions of Rule 4 of the Companies (Share Capital and Debenture) Rules 2014.
29. ISSUE OF SWEAT EQUITY SHARES:
During the year under review the Company has not issued any sweat equity shares to anyof its employees pursuant to the provisions of Rule 8 of the Companies (Share Capital andDebenture) Rules 2014.
30. EMPLOYEE STOCK OPTION:
The Company does not have any Employee Stock Option Scheme for its employees.
Your Company is grateful for the continued co-operation and support extended to it bythe Government and Semi-Government Authorities Shareholders Financial Institutions andBanks. Your Directors also express their warm appreciation for the dedicated and sincereservices rendered by the Employees of the Company.
| || |
FOR AND ON BEHALF OF BOARD OF DIRECTORS
| ||Ashish Mahendrakar ||Satish Jadhav |
|Place: Mumbai ||Managing Director ||Director |
|Dated: 14th August 2015. || || |
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on 31st March 2015
[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
|i ||CIN ||: L74999MH1992PLC066910 |
|ii ||Registration Date ||: 25.05.1992 |
|iii ||Name of the Company ||: BIRLA SHLOKA EDUTECH LIMITED |
|iv ||Category/Sub-Category of the Company ||: Company limited by shares |
|v ||Address of the Registered Office and contact details ||: Industry house 159churchgate reclamation Mumbai |
| || ||Maharashtra-400020 |
| || ||India |
|vi ||Whether listed Company ||: Yes |
|vii ||Name Address and contact details of Registrar & Transfer Agents (RTA) if any ||: Bigshare Services Private Limited E-2Ansa Industrial Estate Sakinaka Road |
| || ||Sakinaka Andheri (East) Mumbai-400072 . |
| || ||Tel:(022)-40430200Fax:(022)-28475207 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of thecompany shall be stated.
|Sr. No. ||Name & Description of main products/services ||NIC Code of the Product/service ||% of total turnover of the Company |
|1 ||Information Communication & technologies ||892 ||84.77% |
III. PARTICLUARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES:
|Sr. No. ||Name & Address of the Company ||CIN/GLN ||Holding/ Subsidiary/ Associate ||% Of Shares Held ||Applicable Section |
|A) ||Subsidiary || || || || |
|1 ||Ojus Healthcare Private Limited ||U74900KA2001PTC029239 ||Subsidiary Company ||51.10% ||Section 2(87) (ii) Companies Act 2013 |
|2 ||Birla Shloka Edutech Limited (FZE) ||NA ||Subsidiary Company ||100.00% ||Section 2(87) (ii) Companies Act 2013 |
|3 ||Birla Edutech Limited (Up to 30.09.2014) ||U80301MH2008PLC188043 ||Subsidiary Company ||86.96% ||Section 2(87) (ii) Companies Act 2013 |
|B) ||Associates || || || || |
|1 ||Birla Edutech Limited (W.E.F. 01.10.2014) ||U80301MH2008PLC188043 ||Associate Company ||37.81% ||Section 2(6) Companies Act 2013 |
|2 ||English Learning Group Private Limited ||U80904MH2012PTC229949 ||Associate Company ||49.99% ||Section 2(6) Companies Act 2013 |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO ETC:
Information on conservation of Energy Technology absorption Foreign Exchange earningsand outgo required to be disclosed under Section 134 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 are provided hereunder:
A. Conservation of Energy
The operations of the Company involve low energy consumption. Energy conservationmeasures have been taken wherever feasible. The Company has installed Power Factorcorrectors at the internal supply level to achieve high-energy efficiency. Efforts toconserve and optimize the use of energy through improved operational methods and othermeans is a continuous process.
B. Disclosure of particulars with respect to absorption of Technology Research andDevelopment (R&D)
No technology has been imported. Indigenous Technology available has been used forproduct development/component identifications or offering services and is continuouslybeing upgraded to improve overall performance.
C. Foreign Exchange earnings & outgo
The share of the revenues from exports constituted 0 (0% for the previous year) oftotal revenues of the Company.
Rs. in lakhs
| ||2014-15 ||2013-14 |
|Total Foreign Exchange earnings ||NIL ||NIL |
|Total Foreign Exchange outgo ||NIL ||NIL |
| || |
FOR AND ON BEHALF OF BOARD OF DIRECTORS
| ||Ashish Mahendrakar ||Satish Jadhav |
| ||Managing Director ||Director |
|Place: Mumbai || || |
|Date: 14th August 2015. || || |
ANNEXURE - 5
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
FOR THE FINANCIAL YEAR ENDED MARCH 312015.
BIRLA SHLOKA EDUTECH LIMITED.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s BIRLA SHLOKA EDUTECHLIMITED (hereinafter called the Company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the books papers minute books forms and returnsfiled and other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit We hereby report that in our opinion the company has during the auditperiod covering the financial year ended on March 312015 has complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by BIRLA SHLOKA EDUTECH LIMITED ("the Company") forthe financial year ended on March 312015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ("SCRA") and the rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (NOT applicable to the Company during the auditperiod)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ("SEBI Act"):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (NOT applicable to the Company during the auditperiod)
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe audit period)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (NOT applicable to the Company during the audit period)
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (NOT applicable to the Company during the audit period) and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (NOT applicable to the Company during the audit period)
(vi) To the best of our knowledge and belief and on the basis of explanation andinformation given by the Company and its officers there are no laws which may bespecifically applicable to the Company during the audit period.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (NOTapplicable to the Company during the audit period).
(ii) The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
We further report that
Due to frequent changes of Directors during the year under the review the properbalance of Executive Directors Non-Executive Directors and Independent Directors at theBoard level could not be maintained. The Company also has not appointed Women Directorthough intimated to Bombay Stock Exchange.
The adequate notice was given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views if any arecaptured and recorded as part of the minutes.
Based on the representations made by the Company and its officers We are of theopinion that there are adequate systems and processes in the company commensurate with thesize and operations of the company to monitor and ensure compliance with applicable lawslike Income tax Act Service Tax Professional Tax Act Provident Fund Act Shops &Establishment Act of the respective states where branches of the Company are situated andother rules regulations and guidelines.
We further report that during the audit period;
1) The Company appointed M/S JAIPRAKASH UPADHYAY & CO as new auditors of theCompany in order to fill the casual vacancy caused
by resignation of erstwhile Auditors M/S LKM & CO.
The resolution was passed with requisite majority at the Extra Ordinary General Meetingof members of the Company held on July 29th 2014.
| ||For RAVINDRA JOSHI |
| ||Company Secretaries |
| ||(Ravindra Joshi) |
| ||Proprietor |
|Place : Mumbai ||C.P No- 886 # M.No- FCS 1419 |
|Date : August 142015 || |
Note: This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.
BIRLA SHLOKA EDUTECH LIMITED
SECRETARIAL AUDIT REPORT- 31.03.2015
Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our Responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management Representation about thecompliance of laws rules and regulations and happening of events etc.
5. Company follows the system of obtaining reports from various departments to ensurecompliance with applicable to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
6. The compliance of the provision of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
7. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
| ||Company Secretaries |
| ||Ravindra Joshi |
| ||Proprietor |
|Place : Mumbai ||C.P No- 886 # M.No- FCS 1419 |
|Date : August 142015 || |