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Greycells Education Ltd.

BSE: 508918 Sector: Others
NSE: N.A. ISIN Code: INE791H01011
BSE LIVE 11:53 | 17 Nov 41.00 -1.50
(-3.53%)
OPEN

41.00

HIGH

41.00

LOW

41.00

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 41.00
PREVIOUS CLOSE 42.50
VOLUME 100
52-Week high 43.00
52-Week low 27.35
P/E
Mkt Cap.(Rs cr) 32
Buy Price 41.00
Buy Qty 50.00
Sell Price 44.00
Sell Qty 1500.00
OPEN 41.00
CLOSE 42.50
VOLUME 100
52-Week high 43.00
52-Week low 27.35
P/E
Mkt Cap.(Rs cr) 32
Buy Price 41.00
Buy Qty 50.00
Sell Price 44.00
Sell Qty 1500.00

Greycells Education Ltd. (GREYCELLSEDU) - Auditors Report

Company auditors report

To The Members of Greycells Education Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Greycells EducationLimited (‘the Company') which comprise the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 (‘the Act') with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under Section 133 of theAct read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error.

In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

No provision for other than temporary diminution if any in the carrying value ofinvestment in one of the associate company - AAT Academy India Limited has been recognisedin the standalone financial statements for the reasons stated in the note 30 to thestandalone financial statements.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion paragraph above the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2017 and its loss and its cash flows for theyear ended on that date.

Emphasis of matter

We draw attention to Note 29 to the financial statements which states that noprovision for diminution in the value of the investments in the wholly owned subsidiary-EMDI (Overseas) FZ LLC Dubai has been recognized in the financial statements for thereasons stated in the note.

Our opinion is not qualified in respect of that matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of Section 143 of the Act we give in the‘Annexure I' a statement on the matters specified in paragraphs 3 and 4 of the Orderto the extent applicable.

2. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) Except for the effects of the matter described in the Basis for Qualified Opinionparagraph above in our opinion proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinionparagraph above in our opinion the aforesaid standalone financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) The matter described in the Basis for Qualified Opinion paragraph above in ouropinion may have an adverse effect on functioning of the Company.

f) On the basis of written representations received from the Directors as on 31stMarch 2017 and taken on record by the Board of Directors none of the Directors isdisqualified as on 31 st March 2017 from being appointed as a Director in terms ofSection 164(2) of the Act.

g) The qualification relating to the maintenance of accounts and other mattersconnected therewith are as paragraph above.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition in its financial statements.

ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016 and these are in accordance with the books of accountsmaintained by the Company. Refer Note 32 to the financial statements.

For Ford Rhodes Parks & Co. LLP
Chartered Accountants
Firm's Registration No. 102860W/W100089
Astha Kariya
Partner
Membership No. 122491
Mumbai : 15th May 2017

Annexure I

Annexure to the Independent Auditor's Report of even date on the Standalone FinancialStatements of Greycells Education Limited Report on Companies (Auditor's Report) Order2016 issued by the Central Government in terms of sub-section (11) of Section 143 of theCompanies Act 2013 (‘the Act')

As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment in terms of sub-section (11) of Section 143 of the Act and on the basis ofsuch checks as we considered appropriate and according to the information and explanationsgiven to us during the course of the audit we further report that: -

1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.

(b) The fixed assets were physically verified by the management during the year andthere were no material discrepancies noticed on such physical verification. In ouropinion the frequency of verification is reasonable having regard to the size of theCompany and the nature of its business. (c) The Company does not own any immovableproperty.

2. The Company did not hold any inventories during the year.

3. a) The Company has granted unsecured loan to a wholly owned subsidiary covered inthe register maintained under Section 189 of the Act.

b) In our opinion the terms and conditions of the grant of such loans were primafacie not prejudicial to the Company's interest.

c) The schedule of repayment of principal amounts of the above loans has not beenstipulated. The repayments of interest amount on the loans has been regular.

d) Since there is no stipulation on the repayment of the principal amount of the aboveloans the question of overdue amount does not arise. There are no overdue amounts inrespect of interest receivable.

4. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans and investments made.

5. The Company has not accepted any deposits from the public within the meaning of theprovisions of Sections 73 to 76 or any other relevant provisions of the Act and Rulesframed thereunder.

6. The Central Government has not prescribed maintenance of cost records undersub-section (1) of Section 148 of the Companies Act 2013.

7. a) According to the information and explanations given to us by themanagement and on the basis of examination of the books of account carried out by us theCompany has been regular in depositing undisputed statutory dues including Provident FundEmployees' State Insurance Income-tax Sales-tax Service Tax Custom Duty Excise DutyValue Added Tax Cess and other statutory dues as applicable with the appropriateauthorities. There were no undisputed arrears of statutory outstanding as at 31st March2017 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of theCompany examined by us there were no disputed dues in respect of Income-tax Sales-taxService Tax Custom Duty Excise Duty Value Added Tax and Cess which have not beendeposited as at 31st March 2017.

8. The Company does not have any loans or borrowings from any financial institutionsbanks government or debenture holders during the year. Accordingly paragraph 3(viii) ofthe Order is not applicable.

9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year. Accordingly paragraph3(ix) of the Order is not applicable.

10. According to information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit. 11. The Company has not paid any managerial remuneration duringthe year.

12. Clause (xii) of the Order is not applicable to the Company since the Company is nota Nidhi Company.

13. According to the information and explanations given to us and the records of theCompany examined by us all the transactions with the related parties are in compliancewith Section 177 and 188 of the Act where applicable and the details as required by theAccounting Standards have been disclosed in the Financial Statements.

14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and the records of theCompany examined by us the Company has not entered into any non-cash transactions coveredin Section 192 of the Act with Directors or persons connected with him during the year.

16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For Ford Rhodes Parks & Co. LLP
Chartered Accountants
Firm's Registration No. 102860W/W100089
Astha Kariya
Partner
Membership No. 122491
Mumbai : 15th May 2017

Annexure II

Annexure to the Independent Auditor's Report of even date on the Standalone FinancialStatements of Greycells Education Limited Report on the Internal Financial Controls underClause (i) of sub-section 3 of Section 143 of the Companies Act 2013 (‘the Act')

We have audited the internal financial controls over financial reporting of GreycellsEducation Limited (‘the Company') as of 31st March 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the ‘Guidance Note') and the Standards on Auditing to the extent applicable to anaudit of internal financial controls both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For Ford Rhodes Parks & Co. LLP

Chartered Accountants Firm's Registration No. 102860W/W100089

Astha Kariya
Partner
Membership No. 122491
Mumbai : 15th May 2017