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Sylph Education Solutions Ltd.

BSE: 539682 Sector: Others
NSE: N.A. ISIN Code: INE622Q01019
BSE LIVE 11:23 | 21 Aug 8.52 -0.44
(-4.91%)
OPEN

8.52

HIGH

8.52

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8.52

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.52
PREVIOUS CLOSE 8.96
VOLUME 50000
52-Week high 13.70
52-Week low 7.03
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.52
Sell Qty 10000.00
OPEN 8.52
CLOSE 8.96
VOLUME 50000
52-Week high 13.70
52-Week low 7.03
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.52
Sell Qty 10000.00

Sylph Education Solutions Ltd. (SYLPHEDUCATION) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 6th Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2016.

Financial summary:

Particulars March 31 2016 March 31 2015
Income From Operations
Revenue from sale of goods - 479400
Revenue from sale of Services 4896000 2009810
Other Income 2426423 2087389
Total Revenue From Operations 7322423 4576599
Profit before depreciation & taxation 415722 1125064
Less: Depreciation 393725 96922
Profit before taxation 21997 1028142
Less: Tax Expense
Tax expense for current year (MAT) 16667 258642
Mat credit entitlement - -
Deferred Tax (9872) 59055
Profit after taxation 15202 710445
Add: Balance brought forward from previous year 638858 (71587)
Less Expenses 5440 -
Surplus available for appropriation 648620 638858
Appropriations
Dividend on Preference Shares - -
Tax on above dividend - -
Proposed dividend on Equity Shares 0 0
Tax on above dividend 0 0
Transfer to General Reserve 0 0
Balance carried to Balance sheet 648620 638858

OPERATIONAL REVIEW

The Company is engaged in all business activities including to Skill Development &Education Vocational Training establish organize run manage public examination programs;award certificates diplomas earned through examination or on honorary basis and marketstudying-listening-viewing-reading and teaching and learning.

During the year Gross revenue increased to Rs. 4896000 against Rs. 2489210 in theprevious financial year. Profit before depreciation and taxation in current year decreasedto Rs. 415722 against Rs. 1125064 in the previous financial year because of increasingcost of material consumed and depreciation and amortization expense.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND DATE OF THE REPORT

CHANGE IN SHARE CAPITAL

During the Year under review the Authorised Share Capital of Your Company hasincreased from Rs. 10000000/- (Rupees One Crore Only) comprising of 1000000 (TenLacs) Equity Shares of Rs. 10/-(Rupees Ten each) to Rs. 160000000/-(Rupees SixteenCrore Only) comprising of 16000000 (One Crore Sixty Lacs Only ) Equity Shares of Rs.10/- (Rupees Ten each) in the Annual General Meeting held on Monday 29th Day of June2015. After the successful completion of Initial Public Offer the Paid-Up Share Capitalof the Company has increased from Rs. 1000000 to Rs. 150000000.

BONUS SHARES

To capitalize the security premium account the Board of Directors of your Company hasallotted Bonus Shares to the Equity Shareholders of the Company in pursuance of the Boardresolution dated 1st July 2015 in the ratio of Ten Equity Share for every one Equityshare held. The Company has used Rs. 100000000 for the purpose of allotment of BonusShares.

LISTING WITH STOCK EXCHANGES :

SME INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

During the year under review your Company had successfully carried out its SME InitialPublic Offering (IPO) of 4000000 equity shares of face value of Rs. 10 each which wasopened for public subscription on February 10 2016 (Wednesday) & closed on February15 2016 (Monday). The issue price of shares was Rs. 12/-each. The IPO got overwhelmingresponse from the investors and was over-subscribed. The Company’s equity shares gotlisted on BSE Limited (the Designated Stock Exchange) and got the Listing approval onFebruary 23 2016.

TRANSFER TO RESERVES

During the year the company has not proposed to transfer any amount to the GeneralReserve.

DIVIDEND:

The Board of Directors of your Company is of the opinion that keeping in view thefuture fund requirements of the Company. Your Directors have not recommended any dividendon equity shares for the year under review. The Board assures you to present a much strongfinancial statements in coming years.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Dr. Rajesh Jain (Din-01704145) Director of the company shall be liable to retire byrotation and shall retire in the forthcoming AGM and being eligible offer himself forre-appointment. The Directors recommend Dr. Rajesh Jain for re-appointment as director ofthe company.

The Board of Directors of the Company in their Board Meeting held on 4th Day ofAugust2015 have appointed Ms. Anjali Batreja as Chief Financial Officer (CFO) of theCompany.

Details of all Directors are provided in "Annexure-i".

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company.

MEETINGS OF BOARD

During the year 14 (Fourteen) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report whichis enclosed with directors report as "Annexure ii ". The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that: i) In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures.

ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that period.

iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

POLICY FOR APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The particulars of Loans guarantees or investments covered under Section 186 ofcompany act 2013 form part of notes to the financial statements provided in this annualreport.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY/INTERNAL FINANCIAL CONTROLS:

The directors has laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of financial statements.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Auditor is definedin the Internal Audit Manual. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditormonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company.

Based on the report of Internal Auditor process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand recommendations along with corrective actions thereon are presented to the AuditCommittee of the Board.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

CONSERVATION OF ENERGY:

Company ensures that the operations of the company are conducted in the manner wherebyoptimum utilization and maximum possible savings of energy is achieved.

No specific investment has been made in reduction in energy consumption equipments.

As the impact of measures taken for conservation and optimum utilization of energy arenot quantitative its impact on cost cannot be stated accurately.

No steps have been taken for by the company for utilizing alternate sources of energy.

TECHNOLOGY ABSORPTION :

Company's operations are conducted by using in-house know how and no outside technologyis being used for operating activities. Therefore no outside technology absorption in thecompany. The Company has not incurred expenditure on research and development activitiesduring the year.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

There is no such company which have become or ceased to be its subsidiaries jointventures or associate companies during the year.

VIGIL MECHANISM/WHISTLEBLOWER POLICY :

The Company has a Vigil Mechanism/Whistle Blower Policy to report genuine concerns orgrievances of directors and employees and to deal with instance of fraud andmismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

Audit committee shall oversee the vigil mechanism

The vigil mechanism ensures that strict confidentiality is maintained while dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely raised concern.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Nomination & Remuneration Committees. The manner in which the evaluationhas been carried out has been explained in the Corporate Governance Report.

AUDITOR :

At the Annual General Meeting held on 30th May 2014 M/s M.S. Dahiya & Co.Chartered Accountant were appointed as statutory auditor of the company to hold the officetill conclusion of 6th consecutive Annual General Meeting. As per provision of section 139of company act 2013 the appointment of M/s M.S. Dahiya & Co. Chartered Accountantas statutory auditor of the company is placed for ratification by shareholders at theensuing annual general meeting.

SECRETARIAL AUDIT :

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed CS D.P Yadav (M. No.A36395) Company Secretary in practice (C.P. No. 13717) toundertake the Secretarial Audit of the Company for the Financial Year 2015-2016. TheSecretarial Audit report for the Financial Year ended 31st March 2016 is annexed herewithas : "Annexure-iii" to this report.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT :

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 the Company has obtainedsecretarial audit report.

RELATED PARTY TRANSACTIONS DISCLOSURE :

The disclosure required under sub section (1) of section 188 is mentioned in Form AOC-2which is annexed herewith as "Annexure iv".

STATE OF COMPANY’S AFFAIRES :

The Company is engaged in all business activities including to Skill Development &Education Vocational Training establish organize run manage public examination programs;award certificates diplomas earned through examination or on honorary basis and marketstudying-listening-viewing-reading and teaching and learning.

During the year Company has generated revenue from skill development fees export ofeducation services.

BUSINESS RISK MANAGEMENT :

The Management has implemented business risk management policy. At present the companyhas not identified any element of risk which may threaten the existence of the company.The Company has Risk Management Policy to report genuine concerns or grievances ofdirectors and employees and to deal with instance of fraud and mismanagement if any.

PARTICULARS OF EMPLOYEES :

Section 197 of company act 2013 read with rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employees of the Companyare not applicable to company as no employee of company is in receipt of remunerationexceeding the limit as mentioned in relevant provision.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure-v".

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate "Annexure-ii" togetherwith the Certificate from the auditors of the Company regarding compliance with therequirements of Corporate Governance as stipulated in SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to all with whosehelp cooperation and hard work the Company is able to achieve the results.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place- Indore SYLPH EDUCATION SOLUTIONS LIMITED
Date-21st July 2016 CIN: U80302MP2010PLC023011
Registered Office :
ST-4 22 Press Complex Jayshri Jain Rajesh Jain
A. B. Road Indore Director Director
MP 452008 (Din-01824937) (Din-01704145)

CHANGES AT THE TIME OF BOARD MEETING

COMPANY SECRETARY & COMPLIANCE OFFICER

Due to unavoidable circumstances Ms. Rani Rai (M. No. 39581) Company Secretary KMPand Compliance Officer of the Company is going to resign from the company with effect fromThursday 21st July 2016

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
SYLPH EDUCATION SOLUTIONS LIMITED
Place- Indore
Date-21st July 2016 CIN: U80302MP2010PLC023011
Registered Office: Jayshri Jain Rajesh Jain
ST-4 22 Press Complex A. B. Director Director
Road (DIN-01824937) (DIN-01704145)
Indore-452008 (MP)