SHANTI EDUCATIONAL INITIATIVES LTD.
Your Directors take pleasure in presenting their report on the business and operationsof your Company for the year ended on 31st March 2016.
|FINANCIAL RESULTS ||Current Year ended on 31st March 2016 ||Previous Year ended on 31st March 2015 |
| ||Amount ||Amount |
|Income ||116347105 ||66674223 |
|Expense ||75862455 ||56877312 |
|Profit before depreciation ||40484650 ||9796911 |
|Less depreciation ||1046709 ||921936 |
|Profit after depreciation ||39442349 ||8874975 |
|Less - Current Tax ||12500000 ||2900000 |
|Less Deferred Tax ||9875 ||156093 |
|Profit after taxation ||26775431 ||5818882 |
|Depreciation of earlier years ||0 ||0 |
|Balance of profit / (loss) brought forward ||0 ||0 |
|Balance Carried To Balance Sheet ||26775431 ||5818882 |
Your Companys total income for the year 2015-16 is Rs. 116347105 compared to lastyears income of Rs. 66674223. The Profit Before Tax (after depreciation) during theyear under review was Rs.39442349 as compared to previous years figure of Rs.8874975. Your Company has earned Net Profit of Rs.26775431 against the Net Profit of Rs.5818882 during the previous year. Your Company expects to achieve better performanceduring the current year.
To conserve the present resources for better future of the Company your Directors arenot recommending any dividend for the financial year ended on 31st March 2016.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2016.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return as on March 31 2016 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure- I and forms part of this Report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the Articles of Association of the Company and the provisions of theCompanies Act Mr. Jaiprakash Chiripal Director of the Company who retires by rotationfrom the Board of Directors of the Company at the ensuing Annual General Meeting duringthe year under review and offers himself for reappointment.
Mrs. Vineeta Chiripal was appointed as Managing Director of the Company w.e.f. 01st6July 2015.
Mrs. Suruchi Saraf was appointed as Independent Director of the Company w.e.f. 03rdAugust 2015.
Mr. Binod Agrawal resigned as an Independent Director from the Board with effect from14th September 2015. The Board places on record his appreciation and gratitudefor his guidance and valueable contribution during their association with the Company.
Mr. Chitranjan Singh was appointed as an Additional Directors with effect from 14thSeptember 2015 in the capacity of Independent Director. They holds the office upto thedate of forthcoming Annual General Meeting and are eligible for appointment as IndependentDirector.
Mr. Jayesh Patel was appointed as Chief Financial Officer of the Company w.e.f. 01stJuly 2015.
Ms. Dimple Padhiar was appointed as Company Secretary of the Company w.e.f. 06thJuly 2015.
CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales marketing and technical operations or any other discipline related to theCompanys business.
DECLARATION OF INDEPENDENCE:
Your Company has received declaration from the Independent Directors confirming thatthey meet the criteria of independence as prescribed under the Section 149(6) of CompaniesAct 2013 read with Rules made thereunder.
CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE - TIME DIRECTORS:
The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.
The Company has no subsidiary as on 31st March 2016.
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.
MEETINGS OF BOARD:
During the financial year twelve Board Meetings were held the details of which areprovided in Report on Corporate Governance. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of Companies Act 2013 with respect to theDirectors Responsibility Statement your directors hereby confirm that:
(a) In preparation of the Annual Accounts the applicable accounting standards havebeen followed. Necessary explanations are given for material departures if any;
(b) Such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at March 31 2016 and of the profit of the Company forthe year ended on that date;
(c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the company and for prevention and detection of fraud and otherirregularities;
(d) The Annual Accounts of the Company have been prepared on a going concern basis.
(e) The Directors have laid down internal financial controls which are adequate andwere operating effectively.
(f) The Directors has devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively. Thiswill ensure legal compliance in all areas of companies operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The Company was unlisted public company and listed during the year under review on BSESME Platform on 14th June 2016.
INITIAL PUBLIC OFFERING:
During the year under review your Company came up with a Public Issue of 4400000equity shares of Rs.10/- each at a premium of Rs. 80/- per share aggregating to the totalissue size of Rs. 3960.00 lakhs consisting of an offer for sale of 3600000 equity sharesand fresh issue of 800000 equity shares. Subsequently the shares of the company havebeen listed on SME Platform of BSE Limited on June 14 2016.
The Companys Auditors M/s. Anil S. Shah & Co. Chartered Accountants wereappointed as Statutory Auditor of the Company at the previous Annual General Meeting ofthe Company for 5 (five) consecutive years till the conclusion of the 32ndAnnual General Meeting subject to ratification by the Members at each Annual GeneralMeeting. The Members are requested to ratify the appointment of M/s. Anil S. Shah &Co. Chartered Accountants as the Statutory Auditors of the Company for th Financial Years2016 2017.
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the AuditorRs.s Report areself-explanatory.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall affect the going concern status of theCompany's operations.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has clearly defined organization structure and lines of authority andsufficient control is exercised through quarterly and annual business review by theManagement. The Company has adopted a well-defined system to ensure adequacy and efficacyof the Internal Financial Control function.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO :
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are providedin the Annexure II of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
Details of loans and investments by the Company to other bodies corporate or personsare given in notes to the financial statements.
TRANSFER TO RESERVES:
The Company proposes not to carry any amount to its General Reserves and the entireprofit is transferred to Reserves & Surplus as Surplus in Statement of Profitand Loss.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AS PER COMPANIES ACT 2013:
The Company has entered into transactions with related parties as defined under section2(76) of the Companies Act 2013 read with Companies (Specification of DefinitionsDetails) Rules 2014. All related party transactions that were entered into during theyear under the review were on an arms length basis and were in the ordinary courseof business. There are no materially significant related party transactions made by theCompany which may have a potential conflict with the interest of the Company at large andthus disclosure in Form AOC-2 is not required. The Board has formulated Policy onRelated Party Transactions detailed policy is also available at www.sei.edu.in
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has a well-defined risk management framework in place. Further it hasestablished procedures to periodically place before the Board the risk assessment andmanagement measures.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report of the Company for theyear under review is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT:
A report on Corporate Governance as stipulated in Schedule V of Regulation 34(3)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report. Certificate from the Practising Company Secretaryconfirming compliance of the conditions of Corporate Governance as stipulated under theaforesaid also forms part of the Annual Report.
SECRETARIAL AUDITORS AND THEIR REPORT:
The following companies are required to obtain Secretarial Audit Report:
1. Every listed company;
2. Every public company having a paid-up share capital of fifty crore rupees or more;or
3. Every public company having a turnover of two hundred fifty crore rupees or more.
"Turnover" means the aggregate value of the realisation of amount made fromthe sale supply or distribution of goods or on account of services rendered or both bythe company during a financial year. [Section 2(91)]
The company does not fall under any of the above mentioned categories hence it neednot appoint Secretarial Auditor for the year 2015-2016.
Your company has appointed M/s Geeta Serwani & Associates as the SecretarialAuditor of the Company for the year 2016-17 as for the year 2015-16 company does not fallunder any of the above mentioned categories hence it need not appoint SecretarialAuditor.
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as Annexure III to this Report.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The summary of sexual harassment complaints received and disposed off during thefinancial year 2015
- 2016 is as under:
- Number of Complaints Received : Nil
- Number of Complaints Disposed off : Nil
Pursuant to provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 ofthe Companies(Meeting of Board and its Powers) Rules 2014 the Board of Directors hadapproved the Policy on Vigil Mechanism/Whistle Blower Policy. Through this policyDirectors Employees or business associates may report the unethical behaviormalpractices wrongful conduct frauds violations of the Company's code etc. to theChairman of the Audit Committee.
As on 31st March 2016 the paid up Equity Share Capital of your Company wasRs. 153000000 (Rupees Fifteen Crores Thirty Lakhs Only). During the year under review theCompany has issued 1300000(Thirteen Lakh) equity shares.
DEMATERIALIZATION OF SHARES :
During the year under review the Company has entered into Tripartite Agreement withboth the depositories National Securities Depository Limited and Central DepositoryServices (India) Limited for providing Demat facility to its Shareholders. For the purposethe Company has appointed M/s Link Intime (India) Private Limited as its Registrar andTransfer Agent.
STATEMENT PURSUANT TO LISTING AGREEMENT:
The Companys Equity shares are listed at Bombay Stock Exchange Limited (SMESegment). The Annual Listing Fees for the year 2015-16 has been paid.
Buy Back of Securities: The Company has not bought back any of its securities duringthe year under review.
Sweat Equity: The Company has not issued any sweat equity shares during the year underreview. Bonus Shares: No bonus shares were issued during the year under review.
Employees Stock Option Plan: The Company has not provided any Stock OptionScheme to the employees.
Your Directors place on records their appreciations for the contributions made by theemployees at all levels for their dedicated services enabling the Company to achieve asatisfactory performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operationand continued support extended by the Companys Bankers and other businessassociates.
| ||By order of the Board of Directors |
| ||Vineeta Chiripal |
|Date: 23.07.2016 ||Chairman |
|Place: Ahmedabad ||DIN: 00155462 |
ANNEXURE - II
Details of Conservation of energy technology absorption foreign exchange earnings andoutgo
[Pursuant to Section 134(3)(m) of the Companies Act 2013 and rule 8(3) of theCompanies (Accounts) Rules 2014]
A. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy : N.A.
ii. the steps taken by the unit for utilizing alternate sources of energy : N.A.
iii. the capital investment on energy conservation equipments: N.A.
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption: N.A.
ii. the benefits derived as a result of above efforts: N.A.
iii. In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): N.A.
iv. the expenditure incurred on Research and Development: N.A.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year the Foreign Exchange outgo was NIL (P.Y. Rs.3020002) and the foreignexchange earned was NIL (P.Y. Rs.7805)