The Directors are delighted to present their Report on Company's business operationalong with the Audited Statement of Accounts for the Financial Year ended March 312017.
|Particulars ||March 31 2017 ||March 31 2016 |
|Income From Operations || || |
|Revenue from sale of goods ||- ||- |
|Revenue from sale of Services ||705000 ||4896000 |
|Other Income ||2537458 ||2426423 |
|Total Revenue From Operations ||3242458 ||7322423 |
|Profit before depreciation & taxation ||197737 ||415722 |
|Less: Depreciation ||430130 ||393725 |
|Profit before taxation ||(232393) ||21997 |
|Less: Tax Expense || || |
|Tax expense for current year (MAT) ||- ||16667 |
|Mat credit entitlement ||- ||- |
|Deferred Tax ||(34510) ||(9872) |
|Profit after taxation ||(197883) ||15202 |
|Add: Balance brought forward from previous year ||648620 ||638858 |
|Less Expenses ||- ||5440 |
|Surplus available for appropriation ||450737 ||648620 |
|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 ||450737 ||648620 |
The Company is engaged in all business activities including Skill Development &Education Vocational Training establish organize run manage public examinationprograms; award certificates diplomas earned through examination or on honorary basisand market studying-listening-viewing-reading and teaching and learning.
During the year Gross revenue decreased to Rs 705000 against Rs. 4896000 in theprevious financial year. Profit before depreciation and taxation in current year decreasedto Rs 197737 against Rs. 415722 in the previous financial year because of decreasedgross revenue of the company.
TRANSFER TO RESERVES
During the year the company has not proposed to transfer any amount to the GeneralReserve.
The Board of Directors of your Company keeping in view the future fund requirementshave not recommended any dividend on equity shares for the year under review. The Boardassures you to present a much strong financial statements in coming years.
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
Mrs. Jayshri Jain (DIN: 01824937) Director of the company shall be liable to retire byrotation and thus retire in the forthcoming AGM and being eligible offer herself forre-appointment. The Directors recommend Mrs. Jayshri Jain for re-appointment as directorof the company.
The Board of Directors of the Company in their Board Meeting held on 7th Day ofJanuary 2017 have appointed Ms. Chhaya Lakhmani as Company Secretary of the Company.
Details of Director reappointed is 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 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 08 (Eight) 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 accounting standards havebeen followed along with proper explanation relating to material departures.
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 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 have 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.
Company's operations are conducted by using in-house know how and no outside technologyis being used for operating activities. Therefore there is no outside technologyabsorption in the company. The Company has not incurred expenditure on research anddevelopment activities during 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.
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.
At the Annual General Meeting held on 29th June 2015 M/s M.S. Dahiya & Co.Chartered Accountant were appointed as statutory auditor of the company from theconclusion of 5th AGM to hold the office till conclusion of 10th consecutive AnnualGeneral Meeting. As per provision of section 139 of companies act 2013 the appointment ofM/s M.S. Dahiya & Co. Chartered Accountant as statutory auditor of the company isplaced for ratification by shareholders at the ensuing annual general meeting .
CHANGE IN SECRETARIAL AUDITOR:
The company changed its Secretarial Auditor for the Financial Year 2016-2017 as dulyappointed by the board of directors of the company.
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 Rani Rai (M. No. 39581) Company Secretary in practice (C.P. No. 16987) toundertake the Secretarial Audit of the Company for the Financial Year 2016-2017. TheSecretarial Audit report for the Financial Year ended 31st March 2017 is annexed herewithas : "Annexure-iii" to this 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 theCompany has obtained secretarial audit report.
Management is searching for suitable candidate for the post of CEO and CFO.Beside that the secretarial audit report is self explanatory and hence do not call forany further comments.
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 AFFAIRS:
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.
COMPANY SECRETARY AND COMPLIANCE OFFICER
Due to unaveidable circunctances Ms. Chhaya Lakhmani (M. No. 46603) Company SecretaryKMP and complanice officer of the company has resigned from the company with effect fromTuesday 11th July 2017.
Your Company and its Directors wish to extend their sincere thanks to all with whosehelp co-operation 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-17th July 2017 ||CIN: L80302MP2010PLC023011 |
|Registered Office: ||Jayshri Jain ||Rajesh Jain |
|ST-4 22 Press Complex ||Director ||Director |
|A. B. Road ||(DIN-01824937) ||(DIN-01704145) |
|Indore-452008 (MP) || || |
Details of directors seeking appointment/ re-appointment at the annual general meetingas stipulated under under regulation 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulatons 2015 with the stock exchanges are provided herein below.
|Name of Director ||Smt. Jayshri Jain |
|DIN ||01824937 |
|Age ||51 years |
|Qualification ||MA in fine arts |
|Expertise in Specific Area ||Administration |
|Date of first Appointment on the Board of the Company ||29/01/2010 |
|Shareholding in Sylph Education Solutions Limited ||1087530 |
|List of Directorship held in other companies ||(1) Sylph Technologies Limited" |
| ||(2) Sakshi Powertech Private Limited" |
| ||(3) Sakshi Multitrade Private Limited" |
| ||(4) Saksham Publishers And Printers Limited"" |
|Membership / Chairmanships of Audit and stake holders relationship committees ||Chairmanship - 0 Membership - 1 |
|Relationships between directors inter-se ||Smt. Jayshri Jain is wife of Mr. Rajesh Jain one of the director of the company |
|Place- Indore ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|Date-17th July 2017 ||SYLPH EDUCATION SOLUTIONS LIMITED |
|Registered Office: || || |
|ST-4 Press House ||Jayshri Jain ||Rajesh Jain |
|22 Press Complex A.B. Road ||Director ||Director |
|Indore (M.P.)-452008 ||DIN: 01824937 ||DIN: 01704145 |
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third provisothereto-
1. Details of contracts or arrangements or transactions not at arm's length basis:
There were no contract or arrangement or transations entered in to during the yearended on March 31 2017 which were not at arm's length basis.
2. Details of material contracts or arrangement or transactions at arm's length basis: