SHANTI EDUCATIONAL INITIATIVES LTD. AHMEDABAD
Your Directors take pleasure in presenting their report on the business and operationsof your Company for the year ended on 31st March 2017.
|FINANCIAL RESULTS ||Current Year ended on 31st March 2017 ||Previous Year ended on 31st March 2016 |
| ||Amount ||Amount |
|Income ||96122604 ||116347105 |
|Expense ||84040606 ||75862455 |
|Profit before depreciation ||37289037 ||40484650 |
|Less depreciation ||3353597 ||1046709 |
|Profit after depreciation ||33935440 ||39442349 |
|Less - Current Tax ||12500000 ||12500000 |
|Less Deferred Tax ||18621 ||9875 |
|Profit after taxation ||20282647 ||26775431 |
|Depreciation of earlier years ||0 ||0 |
|Balance of profit / (loss) brought forward ||0 ||0 |
|Balance Carried To Balance Sheet ||20282647 ||26775431 |
Your Company's total income for the year 2016-17 is Rs. 96122604 compared to lastyear's income of Rs. 116347105. The Profit Before Tax (after depreciation) during the yearunder review was Rs.33935440 as compared to previous year's figure of Rs.39442349. YourCompany has earned Net Profit of Rs. 20282647 against the Net Profit of Rs. 26775431during the previous year. Your Company expects to achieve better performance during thecurrent 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 2017.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2017.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return as on March 31 2017 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(DIN: 00155430) Director of the Company who retiresby rotation from the Board of Directors of the Company at the ensuing Annual GeneralMeeting during the year under review and offers himself for reappointment.
Mrs. Vineeta Chiripal (DIN:00155462) resigned as Managing Director of the Company witheffect from 20th April2017. The Board places on record her appreciation andgratitude for her guidance and valuable contribution during her association with theCompany and was appointed as Chief Executive Officer of the Company w.e.f. 01stJune 2017.
Mr. Darshan Vayeda (DIN: 07788073) was appointed as Whole Time Director of the Companyw.e.f 20th April 2017.
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 requirementsas may be required and shall take into consideration recommendation if any received fromany member of the Board.
The Company has no subsidiary as on 31st March 2017.
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:
The Board meets once in every quarter to review the quarterly financial results andother items of the agenda and if necessary additional meetings are held as and whenrequired. The intervening gap between the meetings was within the period prescribed underSEBI (LODR) Regulations 2015 & Companies Act 2013. The agenda is circulated well inadvance to the Board members. The items in the agenda are backed by comprehensivebackground information to enable the Board to take appropriate decisions. During the yearunder review 7 (Seven) Board Meetings were held on 02nd May 2016 24thMay 2016 09th June 2016 10th June 2016 23rd July201614th November 2016 and 09th March 2017.
The Board has following three Committees:
- Audit Committee;
- Nomination & Remuneration Committee;
- Stakeholders' Relationship Committee;
Audit Committee Composition:
The composition and terms of reference of the Audit Committee is in compliance withSection 177 of the Companies Act 2013 and with Regulation 18 of the Listing Regulations2015. The Audit Committee of the Company comprises of 3 members out of which 2 members areNon-Executive-Independent Directors. Mr. Chitranjan Singh an Independent Director actsas Chairman of the Committee. The Committee members have requisite knowledge in the fieldsof Finance Accounts and Company Law. The Audit Committee met 4 times during the year. Therepresentatives of Internal and Statutory Auditors are invitees to Audit Committeemeetings and the Company Secretary acts as the Secretary of the Audit Committee.
Constitution of the Audit Committee is as under:
|Sr. No. ||Name of the Member ||Designation |
|1. ||Mr. Chitranjan Singh ||Chairman Independent Non-Executive |
|2. ||Mrs. Suruchi Saraf ||Member Independent Non-Executive |
|3. ||Mrs. Vineeta Chiripal ||Member Managing Director Executive |
The scope of activities of Audit Committee broadly include to review reports of theInternal Auditors and to discuss the same with them periodically to meet StatutoryAuditors to discuss their findings / suggestions to review weaknesses in internalcontrols reported by Internal and Statutory Auditors to review financial reportingsystems and internal control systems to review quarterly / half yearly / annual financialresults and other matters.
Terms of Reference of the Audit Committee inter alia include the following:
The recommendation for appointment remuneration and terms of appointment of auditorsof the company;
(1) oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;
(2) recommendation for appointment remuneration and terms of appointment of audit orsof the listed entity;
(3) approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
(4) reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:
(a) matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies A ct 2013;
(b) changes if any in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by management;
(d) significant adjustments made in the financial statements arising out of auditfindings;
(e) compliance with listing and other legal requirements relating to financialstatements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
(5) reviewing with the management the quarterly financial statements beforesubmission to the board for approval;
(6) reviewing with the management the statement of uses / application of funds raised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and the report submitted by the monitoring agency monitoring theutilisation of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;
(7) reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;
(8) approval or any subsequent modification of transactions of the listed entity withrelated parties;
(9) scrutiny of inter-corporate loans and investments;
(10 valuation of undertakings or assets of the listed entity wherever it is necessary;
(11)evaluation of internal financial controls and risk management systems;
(12)reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
(13)reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;
(14) discussion with internal auditors of any significant findings and follow up thereon;
(15) reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;
(16) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post- audit discussion to ascertain any area of concern;
(17) to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declareddividends) and creditors;
(18) to review the functioning of the whistle blower mechanism;
(19) approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;
(20) Carrying out any other function as is mentioned in the terms of reference of theaudit committee.
(B) NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee Composition:
The composition and terms of reference of the Committee is in compliance with theSection 178 of the Companies Act 2013 and with Regulation 19 of the Listing Regulations2015. The Committee consists of
3 Directors all of whom are Non-Executive Independent Directors. The Chairman of theCommittee is an Independent Director.
Constitution of the Nomination and Remuneration Committee is as under:
|Sr. No. ||Name of the Member ||Designation |
|1. ||Mrs. Suruchi Saraf ||Chairman/ Independent Non- Executive |
|2. ||Mr. Chitranjan Singh ||Member/Independent Non- Executive |
|3. ||Mr. Jaiprakash Chiripal ||Member/Independent Non- Executive |
Terms of Reference:
Terms of reference of the Committee includes considering the matters relating to theCompany's policies on remuneration payable and determining the package to the ManagingDirector and Executive Director commission to be paid to the Directors and other mattersspecified in Section 178 of the Companies Act 2013 and Regulation 19 of the ListingRegulations 2015.
NOMINATION & REMUNERATION POLICY
The Company has adopted this policy on appointment and remuneration of directors KeyManagerial personnel and senior management as required by the Section 178 of theCompanies Act 2013. The purpose of this policy is to establish the process for:
(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
(2) formulation of criteria for evaluation of performance of independent directors andthe board of directors;
(3) devising a policy on diversity of board of directors;
(4) identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.
(5) whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.
Remuneration Policy for Executive and Non-Executive and Independent Directors are asfollows:
a. Executive Directors: The remuneration payable to executive directors shall be paidin consultation with the Nomination & Remuneration Committee who decides theremuneration structure for Executive Directors by considering the financial position ofthe Company qualification experience of the directors trend in the industry pastperformance past remuneration and limits prescribed for remuneration of ExecutiveDirectors i.e 10 % of net profit of the Company calculated in the manner prescribed underthe Companies Act and subject to necessary approvals thereunder. The Nomination &Remuneration Committee ensures that remuneration if any payable to executive directorsdoes not exceeds the prescribed limits.
b. Non-Executive and Independent Directors:
The Non-Executive and Independent Directors of the Company may be paid remunerationperiodically or may be paid commission within the overall limit of 1% of the Net Profit ofthe Company calculated in the manner prescribed under the Companies Act and subject tonecessary approvals thereunder. In addition to commission if any Non-Executive Directorsare paid sitting fees and actual reimbursement of expenses incurred for attending eachmeeting of the Board and Committees. The Nomination & Remuneration Committee ensuresthat if any such commission payable should not exceed the prescribed limits under theCompanies Act.
Details of Remuneration paid to the Directors during the Financial Year 2016-17 is asfollows:
| || || || || ||(Rs. in lacs) |
|Sr. No. ||Name of Directors ||Salaries and Perquisites (Rs) ||Sitting Fees (Rs) ||Commission (Rs) ||No. of Shares held |
|1. ||Mr. Jaiprakash Chiripal* ||- ||- ||- ||700000 |
|2. ||Mrs Vineeta Chiripal ||6.57 ||- ||- ||480000 |
|3. ||Mr. Chitranjan Singh ||- ||0.12 ||- ||- |
|4. ||Mrs. Suruchi Saraf ||- ||0.18 ||- ||- |
( C) STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition and terms of reference of the Committee is in compliance with theSection 178 of the Companies Act 2013 and with Regulation 20 of the Listing Regulations2015. The Committee consists of 3 Directors out of which 2 are Non-Executive IndependentDirectors. The Chairman of the Committee is an Independent Director. During the year underreview the Committee met 4 (Four) times. The Stakeholders Relationship Committeeinter-alia deals with all matters relating to Stakeholders/Investors Grievance and itsredressal and others as specified in the Listing Regulations 2015. During the year ended31st March 2017 no Shareholders' Complaints were received by the Company. Foreffective and efficient grievance management the Company has dedicated email id:firstname.lastname@example.org to resolve the grievances of the investors.
Constitution of the Stakeholders' Relationship Committee is as under:
|Sr. No. ||Name of the Member ||Designation |
|1. ||Mr. Chitranjan Singh ||Chairman/ Independent Non- Executive |
|2. ||Mrs. Suruchi Saraf ||Member/Independent Non- Executive |
|3. ||Mrs. Vineeta Chiripal ||Member/Managing Director - Executive |
MEETING OF INDEPENDENT DIRECTORS
During the year under review the Independent Directors met on 09th March2017 inter alia to discuss:
9 Review of the performance of Non-independent Directors and the Board of Directors asa whole.
9 Review of the performance of the Chairman of the Company taking into account theviews of the Executive and Non-executive directors.
9 Assess the quality content and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All Independent Directors were present at the meeting.
1. DECLARATION FROM INDEPENDENT DIRECTORS
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 and as per the Listing Regulations 2015.
2. 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 the Company'sbusiness. The Company did not have any pecuniary relationship or transactions withNon-Executive Directors during the year ended 31st March 2017 except forpayment of sitting fees.
3. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Nomination and RemunerationCommittee has laid down the criteria for evaluation of the performance of individualDirectors and the Board as a whole. Based on the criteria the exercise of evaluation wascarried out through a structured process covering various aspects of the Board functioningsuch as composition of the Board and committees experience & expertise performanceof specific duties & obligations attendance contribution at meetings etc. Theperformance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Director. The performance of the Independent Directors was carried outby the entire Board (excluding the Director being evaluated). The Directors expressedtheir satisfaction with the evaluation process.
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 andjudgments and estimates made that are reasonable and prudent so as to give true and fairview of the state of affairs of the Company as at March 31 2017 and of the profit of theCompany for the 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 Company's Auditors M/s. Anil S. Shah & Co. Chartered Accountants hold officetill the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.
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.
In accordance with the provisions of Section 138 of the act and rules made thereunderthe Board of Directors of the Company have appointed M/s. A. O. Agarwal & Co.Chartered Accountants (FRN: 119827W) as an Internal Auditor to conduct the Internal Auditof the Company for the F.Y. 2016-17.
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 III' 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.
Your company has not accepted any Deposits from the public during the year underreview.
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 arm's length basis and were in the ordinary course ofbusiness. 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:
As per Regulation 15(2) of the Listing Regulation the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies: a.Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worthnot exceeding Rs.25 crore as on the last day of the previous financial year; b. ListedEntity which has listed its specified securities on the SME Exchange.
Since our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it also does notform part of the Annual Report for the Financial Year 2016-17.
SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s. Geeta Serwani & Associates PracticingCompany Secretaries as Secretarial Auditor of the Company to undertake the SecretarialAudit for the financial year 2016-17. The Secretarial Audit Report for financial year2016-17 issued by M/s. Geeta Serwani & Associates Practicing Company Secretaries hasbeen appended as Annexure II to this Report. There were no qualifications or adverseremarks in their Report.
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 IV' 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
PREVENTION OF INSIDER TRADING
Pursuant to the provisions of the regulations the Board has formulated and implementeda Code of Conduct to regulate monitor and report trading by its employees and otherconnected persons and Code of Practices and Procedures for fair disclosure of UnpublishedPrice Sensitive Information. The same is available on the Company's website www.sei.edu.in
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.
CHANGE IN SHARE CAPITAL:
During the year under review there was no change in the authorized capital ofthe Company. Authorised capital of the Company as on 31st March 2017 WASRs.300000000 (Rupees Thirty Crores Only).
The paid up Equity Share Capital of your Company was Rs. 161000000 (Rupees SixteenCrores Ten Lakhs Only). During the year under review the Company has allotted800000(Eight Lakhs) fresh equity shares by way of Initial Public Issue on 10thJune 2016 and the shares got listed on BSE SME Platform & trading approval fromexchange was received on 14th June 2016.
All assets of the company including inventories building plant and machineries areadequately insured.
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 Company's Equity shares are listed at Bombay Stock Exchange Limited (SME Segment).The Annual Listing Fees for the year 2016-17 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 Company's Bankers and other business associates.
| ||By order of the Board of Directors |
| ||Darshan Vayeda |
|Date: 24.08.2017 ||Chairman |
|Place: Ahmedabad ||DIN: 07788073 |