Your Directors present the 33rd Annual Report of the Company along with the AuditedFinancial Statements for the financial year ended 31st March 2016.
Financial Results/State of Companys Affairs
During the year under review the Company earned total consolidated revenue of Rs.847.40 lacs for the year as against Rs. 861.06 lacs in the previous year. Standalonerevenues during the year stood at Rs. 373.50 lacs as against Rs. 353.95 lacs in theprevious 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.
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.
The Company is currently engaged in Vocational training in media and entertainmentsectors under the brand name "EMDI Institute of Media & Communication"(EMDI) - a leader in Event Management Advertising PR and Journalism. This year EMDIenters its 15th year of pioneering training. The Company is currently offering courses ofEMDI at Mumbai Delhi Bengaluru Indore and Dubai. EMDI Dubai courses are accredited byEDEXCEL ASSURED CENTRE UKs largest vocational accreditation board and EMDI Dubai isprobably the only Institute offering industry relevant specialised courses in Dubai.
The Company offers specialized course in Wedding Planning with an in-depth knowledge inthe fields of creativity customs &rituals and stage design venue and cateringbesides other aspects such as entertainment technology and international best practicesthrough its LLP venture under the brand name "The Wedding Academy" (TWA).
The Company also offers industry relevant courses in Digital Marketing & E-commercethat encompass Internet Marketing Search Engine Marketing Social Media Marketing E-mailMarketing Mobile Marketing E-Commerce and Web & Social Media Analytics under thebrand name "World Media Academy" (WMA).
During the year under review the Company has also launched industry relevant PostGraduate Diploma in Global Sports Management courses under the brand "IRONWOODSPORTS MANAGEMENT GLOBAL ACADEMY" (ISMGA). ISMGA is perhaps Indias onlyAcademy to offer a Global offering in Sports Management across India and Dubai and thecourse 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 ofAssociation of the Company Ms. Bela Desai will retire by rotation as Director at theensuing 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 asstipulated under Regulation 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations).
Based on the confirmation / disclosures received from the Directors and on evaluationof the relationships disclosed the following Non-Executive Directors are Independent interms of Section 149(6) of the Companies Act 2013 and the requirements of ListingRegulations:-
1. Mr. Abbas Patel
2. Dr. Anil Naik
Mr. Yajurvindra Singh Bilkha has resigned as Director of the Company with effect from15th March 2016. The Board places on record its appreciation for the valuablecontribution made by him during his tenure as a Director of the Company.
The Independent Directors of the Company has given declaration of Independence asprovided under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013 and Regulation16(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 thelimits 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 totime 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 ofManagerial Personnel) Amended Rules 2016 is given in Annexure A to this report.
Number of Meetings of the Board
During the financial year ended on 31 st March 2016 the Board of Directors of yourCompany have met 5 (Five) times viz. 13th May 2015 13th August 2015 9th November2015 2nd February 2016 and 8th February 2016. For further details please refer Reporton Corporate Governance of this Annual Report.
Directors Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to financialstatements for the year ended 31st March 2016 the Board of Directors to the best oftheir knowledge and ability confirm/state that:
a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed along with proper explanation relatingto material departure;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concernbasis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 StakeholdersRelationship Committee number of meetings held of each Committee during the financialyear 2015 16 and meetings attended by each member of the Committee as required under theCompanies Act 2013 are provided in Corporate Governance Report forming part of thisreport.
The recommendation by the Audit Committee as and when made to the Board has beenaccepted 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 ofthe Company which have occurred between 31st March 2016 and the date of this report otherthan those disclosed in this report.
Significant and Material or Tribunals
There are no significant material orders passed by the Regulators or Courts or Tribunalwhich 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 ownedsubsidiary. 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 2697685(Previous Year: AED 3108944). During the year the Companys profit stood at AED363236 (Previous year: AED 495875). The gross revenue of joint venture partnership forthe financial year 2016 stood at Rs. 27.67 lacs as against Rs. 19.20 lacs in the previousyear. The profit before tax for the financial year 2016 wasRs. 1.33 lacs as againstloss of Rs. 1.52 lacs in the previous year.
There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013. Further there has been no material change in the nature of business of thesubsidiaries.
Consolidated Financial Statements
Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of subsidiary company and joint venture partnershipfor the year ended 31st March 2016 in Form AOC 1 is attached to the financial statementsof the Company. As required under the Companies Act 2013 and the Listing Regulations theCompany has prepared the Consolidated Financial Statements of the Company along with itssubsidiary and joint venture partnership as per Accounting Standard which form part of theAnnual Report and Accounts.
The Annual Accounts of the subsidiary company and joint venture partnership along withrelated detailed information will be made available to the shareholders of the Companyseeking such information. The Annual Accounts of the subsidiary company and joint venturepartnership are also kept for inspection by any members at the Registered Office of theCompany on all working days except Saturdays during business hours upto the date of themeeting.
Whistle Blower Policy/Vigil Mechanism
Your Company has framed Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the policy are given in Corporate Governance Reportand policy is available on the Companys website www.greycellsltd.com.
Business Risk Management
Your Company has approved Risk Management Policy wherein all material risks faced bythe Company are identified and assessed. For each of the risks identified procedure areput 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 hasapproved the Nomination and Remuneration Policy which lays down a framework in relationto remuneration of Directors Key Managerial Personnel and Senior Management of theCompany. This policy also lays down criteria for determining qualifications positiveattributes independence of Directors and other matters provided under sub-section (3) ofSection 178 of the Companies Act 2013. Gist of this policy are given in Annexure - Bto this report. The detailed policy is available on the Companys websitewww.greycellsltd.com.
Disclosure under the Sexual Harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at the workplace (Prevention Prohibition and Redressal)Act 2013. Complaint Redressal Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The policy is available on the Companys websitewww.greycellsltd.com.
The following is summary of sexual harassment complaints received and disposed offduring 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 requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure - Cand form integral part of this Report.
Auditors and Auditors Report
Pursuant to the provisions of Section 139 of the Act and the rules made thereunderM/s. Ford Rhodes Parks & Co. LLP Chartered Accountants were appointed as statutoryauditors of the Company from the conclusion of the Annual General Meeting (AGM) of theCompany held on 25th September 2014 till the conclusion of the AGM to be held in the year2017 subject to ratification of their appointment at every AGM. The Board of Directors ofthe Company at its meeting held on 19th May 2016 recommended to the members of thecompany for ratification of appointment of M/s. Ford Rhodes Parks & Co. LLPChartered Accountants as the Statutory Auditors of the Company for the financial year2016-17.
The Company has obtained a written consent from the Auditors to such continuedappointment and also a certificate their appointment if ratified would be in accordancewith the conditions prescribed under the Companies Act 2013 and the rules madethereunder as may be applicable.
The notes on accounts referred to in the Auditors Report are self explanatory anddo not require further clarifications by the Board. Secretarial Auditor The Board hasappointed Mr. Ashish Kumar Jain of A. K. Jain & Co. Company Secretaries to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended March 31 2016 is annexed herewith marked as Annexure - D tothis Report. The Secretarial Audit Report does not contain any qualification reservationor 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) ofthe Companies Act 2013.
Internal Financial Control System
The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the businesses and functions are systematically addressed through mitigatingaction on continuing basis. The Internal Financial Control System has been routinelytested and certified by Statutory as well as Internal Auditors. Significant correspondingAudit observations and follow up actions thereon are reported to the Audit controls areassessed and policies and Committee.
Deposit from Public
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
Particulars of Loans Guarantees or Investments by Company
Details of Loans Guarantees and Investments covered under the provisions of Section186 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 thebusiness and on arms length basis. No material related party transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Accordinglythe disclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC 2 is not applicable.
All related party transactions are placed before the Audit Committee and also beforethe Board for approval on quarterly basis. Prior omnibus approval of the Audit Committeeis 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 thisAnnual Report.
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors of the Company has carried out annual evaluation of its ownperformance its Committees and individual directors the Board as a whole and that ofChairman after taking into consideration of the various aspects of the Boardsfunctioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking in to account the views of Executive Director and Non-executiveDirectors performance evaluation of Independent Directors being evaluated.
Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo
a) Conservation of Energy
The Company is not involved in any manufacturing activity and hence has low energyconsumption levels. Nevertheless the Company makes all efforts to conserve and optimizethe use of energy by using energy efficient infrastructure computers and equipments withlatest technologies.
b) Technology Absorption and Research and Development
The Companys research and development focus is on developing new frameworksprocesses 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 Managements 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 secretaryin whole time practice regarding compliance of conditions of Corporate Governancestipulated as per Part B and C of Schedule V of the Listing Regulations is annexed to andforms part of the Directors Report.
Pursuant to the provisions of the Listing Regulations your Company has taken adequatesteps to ensure that all mandatory provisions of Corporate Governance as prescribed underthe Listing Regulations are complied with.
Your Directors wish to thank all Employees Bankers Investors Business AssociatesAdvisors 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 |