1. TO THE MEMBERS
Your Directors have pleasure in presenting their 24th Annual Report on business andoperation of Birla Shloka Edutech Limited along with Audited Financial Statements for thefinancial year ended 31st March 2016.
2. FINANCIAL RESULTS:
| || |
Rupees in Lakhs
| ||Standalone |
|Particulars ||2015-2016 ||2014-2015 |
|Total Income ||506.75 ||764.56 |
|Total Expenditure ||383.45 ||440.69 |
|Interest & Financial Charges ||12.16 ||92.03 |
|Profit before Depreciation and Tax ||111.14 ||231.84 |
|Less: Depreciation ||330.19 ||597.64 |
|Profit/Loss before taxation ||(219.05) ||(365.80) |
|Provision for Taxation Earlier years /Deferred Tax ||- ||23.09 |
|Profit/(Loss) after taxation ||(219.05) ||(388.89) |
|Earnings Per Share Rupees ||(1.05) ||(1.86) |
The Net Sales for the year ended 31st March 2016 stood at Rs.7.68 lacs as compared toRs.642.83 lacs for the year ended 31st March 2015. The Net loss after tax for the yearended 31st March 2016 stood at Rs. 219.05 lacs as compared to net loss after tax Rs.388.89 lacs for the year ended 31st March 2015. The Consolidated Net Sales for the yearended 31st March 2016 stood at Rs.74.49 lacs as compared to Rs. 900.74 lacs for the yearended 31st March 2015. The consolidated loss after Tax for the year ended 31st March2016 stood at Rs. 195.94 lacs as compared to net loss after tax Rs. 696.75 lacs for theyear ended 31st March 2015
In view of the current year loss and carried forward losses the Directors regret theirinability to recommend any dividend to the Equity Shareholders of the Company for the yearunder review.
5. FIXED DEPOSITS:
The Company held Rs.8.8499 Crores as public Deposits as of March 31 2016 out of WhichDeposits aggregating to Rs. 3.5026 Crores have matured but remains unclaimed as on thatdate. According to the provisions of section 73 of the Companies Act 2013 the company canaccept deposits only from its member and not from Public. Further section 74 of the saidAct provides that all deposit accepted and outstanding as on 31st March 2014 under theerstwhile Companies Act 1956 were required to be repaid latest by 31st March 2015or suchfurther time as allowed by the Hon'ble Company Law Board (CLB) on application made to itirrespective of the date/s of maturity. In compliance of the above provisions the companyis not accepting deposits from the public and from the members. The company has alsosubmitted an application to Hon'ble Company Law Board to allow it to retain the depositaccepted under the erstwhile Companies Act 1956 till their maturity. Hon'ble Company LawBoard vide its order dated 22nd January 2016 has granted permission to the company torepay the Fixed Deposits as per due date or as per the order of Hon'ble Company Law Board.
6. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in Form MGT-9 has been provided as per Annexure I to this Report.
7. CORPORATE GOVERNANCE:
Pursuant to Regulation 27(2) (b) of SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 SEBI (LODR) Regulation 2015 a Report on CorporateGovernance along with Auditor's Certificate regarding compliance of conditions ofCorporate Governance' is attached to this Annual Report.
8. Disclosure Regarding Company's policies under Companies Act 2013 and as perRegulation of Securities Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015.
The Company has framed various Policies as per Regulation 46 (2) of SEBI (LODR)Regulations 2015 and Companies Act 2013; viz Remuneration Policy Policy on determiningmaterial subsidiary performance evaluation of the Board Committees and DirectorsMateriality of Related Party transactions Whistle Blower/Vigil Mechanism Archival Policyfor disclosure Policy on Board diversity and Code of Conduct for Directors and thesepolicies are displayed on the website of the Company. www.birlashloka.com.
9. SUBSIDIARY COMPANY
As on 31st March 2016the Company has two subsidiaries viz.
1. Wholly-owned foreign subsidiary viz. Birla Shloka Edutech Limited. FZE.
2. Ojus Healthcare Private Limited.
The operations of the above mentioned subsidiaries on standalone basis for the yearunder review are as under:
| ||2015-16 ||2014-15 |
|Particulars ||Foreign currency ||Indian Rs. ||Foreign currency ||Indian Rs. |
|Revenue || || || || |
|Ojus Health Care Private Limited ||Nil ||6681417/- ||Nil ||6249742/- |
|Birla Shloka Edutech Limited - FZE ||Nil ||Nil ||Nil ||Nil |
|Profit After Tax || || || || |
|Ojus Health Care Private Limited ||Nil ||188106/- ||Nil ||152166/- |
|Birla Shloka Edutech Limited - FZE ||Nil ||Nil ||Nil ||Nil |
The Company has placed separate audited accounts in respect of its subsidiaries on itswebsite i.e. www.birlashloka.com and also provides a separate audited financial statementin respect of the above named subsidiaries to any shareholder of the company who ask forit.
10. FINANCIAL STATEMENTS OF SUBSIDIARY:
A report on the performance and financial position of a subsidiary as per the CompaniesAct 2013 is provided as ANNEXURE-A to the consolidated financial statement and hence notrepeated here for the sake of brevity.
11. NUMBER OF BOARD MEETING:
During the year five Meetings of the Board of Directors of the Company were convenedand held. The relevant details including composition of the Board date of meetingsattendance and various Committees of the Board are given in the Corporate GovernanceReport forming part of this Report. The details regarding the composition of variouscommittees are also available on the Company's & Bombay Stock Exchange website i.e.www.birlashloka.com & www.bseindia.com.
12. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
No major event has occurred subsequent to the date of Financial Statements.
13. CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of Business during the year under the review.
14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of sub-sections 9 and 10 of Section 177 of the Act and asper the Regulation 22 (1) & (2) of Securities Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the Company has established aVigil Mechanism to enable the Directors and employees of the Company to report concerns ofany unethical behavior unacceptable and improper practices or suspected fraud. TheCompany has a Whistle Blower Policy in place which has also been uploaded on its website.It enables the Directors and employees of BIRLA SHLOKA EDUTECH LIMITED (hereinafter called"the Company") to have direct access to the Managing Director or the Chairman ofthe Audit Committee.
This Policy has adequate safeguards against victimization of the whistle blower andensures protection of the whistle blower's identity. In addition as part of the vigilmechanism framework an independent internal audit mechanism has also been put in place toreview and report instances of non compliances with laws regulations and policies to theAudit Committee. The Company has also adopted a Code of Conduct which is uploaded on thewebsite of the Company (www.birlashloka.com).
The Audit Committee reviews on a quarterly basis complaints if any and implementscorrective actions whenever necessary.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
16. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were inthe ordinary course of business and were on an arm's length basis. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other related parties which may have a potential conflict with theinterest of the Company at large. All related party transactions for the year are placedbefore the Audit Committee as well as before the Board for approval. The transactionsentered into with related parties are reviewed on a quarterly basis by the AuditCommittee. The policy on Related Party Transactions as approved by the Audit Committee andBoard is uploaded on the Company's website at the link http://www.birlashloka.com/Communications.html. The detail of the transactions with Related Parties to be provided inForm AOC-2 is annexed herewith as ANNEXUREII.
17. RISK MANAGEMENT:
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid a comprehensive Risk Assessment and Minimization /Mitigation Procedure which is reviewed by the Audit Committee and approved by the Boardfrom time to time. These procedures are reviewed to ensure that executive managementcontrols risk through means of a properly defined framework.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts whichwould impact the going concern status of the Company and its future operations.
19. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS:
Your Company has adequate Internal Financial Control systems in all areas of operation.Your Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
Services of internal and external auditors are utilized from time to time as alsoin-house expertise and resources. Your Company continuously upgrades these systems in linewith the best available practices.
These reports and deviations are regularly discussed with Management Committee Membersand actions are taken whenever necessary.
An Independent Audit Committee of the Board reviews the adequacy of Internal FinancialControl.
20. HUMAN RESOURCES:
Your Company treats its human resources as its important asset and believes in itscontribution to the all round growth of your Company. Your Company takes steps from timeto time to upgrade and enhance the quality of this asset and strives to maintain it inagile and responsive form. Your Company is an equal opportunity employer and practicesfair employment policies. Your Company is confident that its Human Capital willeffectively contribute to the long term value enhancement of the organization.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
21. PARTICULARS OF JOINT VENTURES OR ASSOCIATE COMPANY:
The Company does not have any Joint Venture with any person or an associate Company asdefined under Section 2(6) of the Companies Act 2013 (the Act').
Confirmation of Appointment:
The at the Meeting of the Board of Directors of the Company on 09.02.2016
1) Mr. Milind Bhaskar Prabhudesai and 2) Mrs. Minal Umesh Pote were appointed asAdditional Director w.e.f. 09.02.2016. He/She holds office up to the date of the ensuingAnnual General Meeting.
The Company has received notice in writing from member proposing the candidature of Mr.Milind Bhaskar Prabhudesai and Mrs. Minal Umesh Pote as Independent and Non-ExecutiveDirector of the Company.
Brief resume of the Directors proposed to be appointed nature of their expertise inspecific functional areas and names of the Companies in which they hold the directorshipand membership/chairmanship of committees of the Board as well as their shareholding asstipulated Under Regulation 26 of Securities Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 are given in the Report on CorporateGovernance forming part of the Annual Report.
Declaration from Independent Directors
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulations 16(b) and 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Criteria for appointment of Independent Directors
The Independent Directors shall be of high integrity with relevant expertise andexperience with Directors having expertise in the fields of manufacturing marketingfinance law governance and general management so as to have a diverse Board.
The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors Senior Management Personnel and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
23. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provision of sub-section (5) of Section 134 of the Companies Act 2013your Directors confirm as under:-
a) That in the preparation of the accounts for the financial year ended 31st March2016 all the applicable accounting standards have been followed along with properexplanation relating to material departures.
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review.
c) That the Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) That the Directors have prepared the accounts for the financial year on goingconcern basis.
e) The Directors have laid down internal financial controls to be followed by theCompany are duly laid down and these controls are adequate and were operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and were adequate and operating effectively.
24. ANNUAL EVALUATION:
As mandated under the Companies Act 2013 and as per the SEBI (Listing Obligation andDisclosure Requirements) Regulations2015 the annual performance evaluation of theDirectors individually vis--vis the Board and its committees have been carried outduring the year. The manner of such evaluation has been disclosed in the CorporateGovernance Report.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Pursuant to the provisions of Section 136(1) of the Act and as advised the statementcontaining particulars of employees as required under Section 197(12) of the Act read withRule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 will be available for inspection at the Registered Office of the Companyduring working hours. Members interested in obtaining a copy of the same may write to theCompany Secretary and the same will be furnished on request. Hence the Annual Report andthe Accounts are being sent to all the Members of the company excluding the aforesaidinformation.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) read with Rule 8 of The Companies(Accounts) Rules 2014 is annexed herewith as ANNEXURE III.
I) Statutory Auditors:
Pursuant to the provisions of Section 139141 of the Companies Act 2013 and the ruleframed there under M/s. Jai Prakash Upadhayay & Co. (Firm Registration No. 125073W)Chartered Accountants Auditor Mumbai were re-appointed as Statutory Auditor of theCompany at 23rd Annual General Meeting held on September 292015 until the conclusion ofthe next Annual General Meeting.
The Board of Directors of the Company has pursuant to the provisions of Section 139 ofthe Companies Act 2013 recommended ratification of appointment of M/s. Jai PrakashUpadhayay & Co. Chartered Accountants for the approval of the Shareholders from theconclusion of Twenty Fourth Annual General Meeting till the conclusion of Twenty FifthAnnual General Meeting.
The Auditors' Report to the Shareholders for the year under review does not contain anyqualification reservation or adverse remark or disclaimer.
II) Secretarial Audit:
Pursuant to the provision of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014the Board of Directorhas appointed Mr. Ravindra Joshi (FCS 1419) Practicing Company Secretaries (CP No.886)to conduct the Secretarial Audit of the Company for the Financial year 2015-2016. The saidReport is annexed herewith as "Annexure IV".
III) Cost Auditors:
Cost Audit is not applicable to the Company.
28. PURCHASE OF SHARES OF THE COMPANY:
The Company does not give any loan guarantee or security or any financial assistanceto the employees of the Company for the purpose of purchase or subscription for any sharesof the Company or its holding Company pursuant to Section 67(2) of the Companies Act2013.
29. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The provisions of Section 135 of the Companies Act 2013 are not presently applicableto the Company.
30. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS:
The Company has not issued any shares with differential Voting Rights pursuant to theprovisions of Rule 4 of the Companies (Share Capital and Debenture) Rules 2014.
31. ISSUE OF SWEAT EQUITY SHARES:
During the year under review the Company has not issued any sweat equity shares to anyof its employees pursuant to the provisions of Rule 8 of the Companies (Share Capital andDebenture) Rules 2014.
32. EMPLOYEE STOCK OPTION:
The Company does not have any Employee Stock Option Scheme for its employees.
Your Directors sincerely thank the various Central and State Government Departments andvarious Organizations for their continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for their excellent support.The Directors place on record their sincere appreciation to all employees of the Companyfor their unstinted commitment and continued contribution to the company.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||Ashish Mahendrakar |
| ||Managing Director |
| ||(DIN: 03584695) |
|Place: Mumbai || |
|Dated: 12th August 2016. || |