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Eduexel Infotainment Ltd.

BSE: 526483 Sector: Media
NSE: N.A. ISIN Code: INE611F01015
BSE 00:00 | 22 Jan Eduexel Infotainment Ltd
NSE 05:30 | 01 Jan Eduexel Infotainment Ltd
OPEN 1.62
PREVIOUS CLOSE 1.62
VOLUME 20
52-Week high 1.62
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.62
Buy Qty 500.00
Sell Price 1.62
Sell Qty 35463.00
OPEN 1.62
CLOSE 1.62
VOLUME 20
52-Week high 1.62
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.62
Buy Qty 500.00
Sell Price 1.62
Sell Qty 35463.00

Eduexel Infotainment Ltd. (EDUEXELINFOT) - Director Report

Company director report

Your Directors are pleased to present the 27th Annual Report and the AuditedFinancial Statement of the Company for the financial year ended 31st March2018:

Financial Review

The Financial results of your Company for the year 2018 along with figures for the previous year are as follows:

S. No. Particulars March 31 2018 March 31 2017
1. TOTAL REVENUE - -
2. Profit before Depreciation and Tax (382468) (318.897.03)
3. Depreciation (12206) -
4. Profit before Tax (394674) (318.897.03)
5. Provision for Taxation: (1) Current Tax .
(2) Deferred Tax - -
6. Profit after Tax (394674) (318.897.03)
7. Earnings per Equity Share: (1) Basic (0.05) (0.04)
(2) Diluted (0.05) (0.04)

State of Company's Affairs and Future Outlook

In view of low margin of small budget films the company was very cautious in itsapproach ol procuring Rights of Distribution and use of its limited resources. Thecompanv's plan to raise resources for business expansion was kept on hold due to verytight and volatile financial market.

Share Capital

The paid up equity capital of the Company as at 31st March 2018 was ? 846 10000. During the year:

a) The company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees as per Rule 16(4) of Companies(share capital and debentures) Rules 2014;

b) The Company has not issued any Sweat Equity Shares/ Shares with differential Rights/Employee Stock Option during the financial year in accordance with the provisions of theCompanies (Share Capital and Debentures) Rules 2014.

Dividend

In view of losses incurred during the year your Directors do not recommend payment ofDividend. Transfer to Reserve

In the absence of sufficient profits the Company is unable to transfer any amount tothe reserves.

Deposits

During the year under review your Company has not accepted any Deposits within themeaning of Section 73 of the Companies Act 2013 read with rules made there under.

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint Venture or Associate Company.

Particulars of Contracts & Arrangements with Related Parties

No Contracts or Arrangements were made with related parties as referred to in Section188( I) of the Companies Act 2013 during the Financial Year.

Particulars of Loans Guarantees or Investments

Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") the Company neither has directly or indirectlygiven any loan to its Directors nor extended any guarantee or provided any security inconnection with any loan taken by them. Further the Company has neither given anyinter-corporate loan / advance nor made any investments in other companies during thefinancial year 2016-17.

Number of Board Meetings Held

During the year ended March 31 2018 Four Board Meetings were held. The dates on whichthe Board meetings were held are 29.05.2017 14.08.2017 13.11.2017 and 12.02.2018 thedetails of which are given in the Corporate Governance Report.

The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013 and Secretarial Standard-1.

Annual Board Evaluation

The Board of Directors have carried out an evaluation of its own performance and of itsCommittee as well as its individual Directors on the basis of criteria such as Compositionof the Board/ Committee Structure effectiveness its process information andfunctioning etc.

Particulars of Employees

There were no employees in receipt of remuneration in excess of the limits asstipulated under section 197 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of the employees of theCompany.

Indian Accounting Standards (IND- AS)

Your Company has adopted Indian Accounting Standards (IND AS) with effect from April 1.201 pursuant to the Companies (Indian Accounting Standard) Rules 2015. Accordingly yourCompany has prepared financial results as per IND- AS and the formats for financialresults shall be as per the formats for revised Balance Sheet and Statement of Profit andLoss as prescribed in Schedule 111 to the Companies Act 2013.

Conservation of Energy Technology Absorption Foreign Exchange Earnings & Outgo

The Company has no activity relating to consumption of energy technology absorptionand foreign exchange earnings and outgo. Hence there are no particulars required to befurnished pursuant to Section 134(3) (m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014.

Extract of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions ot theCompanies Act. 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 and the same is enclosed as Annexure 1 to this Report.

Declaration by Independent Directors

The Independent Directors of the Company have submitted their declarations as requiredunder Section 149(7) of the Companies Act 2013 stating that they meet the criteria ofIndependence as per subsection (6) of Section 149 of the Act.

Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Companyit s Management and Operations and provides an overall industry perspective as well asissues being faced by the Industry.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:

1. that in the preparation of the Annual Accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andot Profit and Loss Account ol the Company lor that period;

3. that 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;

4. that the Directors have prepared the Annual Accounts for the Financial Year endedMarch 31 2018 on a going concern basis;

5. that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Directors and Key Managerial Personnel

In terms of Section 152 of the Companies Act 2013 Mr. Rajendra Jain would retire byrotation at the forthcoming AGM and being eligible for re-appointment offers himself forre-appointment.

Based on the confirmations received from Directors none of the Directors aredisqualified from appointment under Section 164 of the Compan ies Act 2013.

There w'as no other appointment or cessation of Directors or Key Managerial Personnelduring the Financial Year.

Statutory Auditors

The Company's Auditor M/s. P. N. Ganguly & Co. Chartered Accountants (FRN:302203E) were appointed as the Statutory Auditors of the Company for a period of 5 yearsfrom the conclusion of 26th Annual General Meeting till 31s' AnnualGeneral Meeting of the Members for their approval.

The Board of Directors based on the recommendation made by the Audit Committee hasrecommended ratification of M/s. P. N. Ganguly Chartered Accountants (FRN: 302203 EL asStatutorv Auditors of the Company on such remuneration as may be determined by the Boardin consultation with

the Auditors.

Committees of the Board

The Company has constituted/ re- constituted the Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee in accordance withrequirements of Companies Act 2013. The composition and other details of these Committeeshave been given in the Report on the Corporate Governance forming part of the AnnualReport.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis discusses the key issues concerning the business carried on by theCompany and the same is enclosed as Annexure 2 to this Report.

Corporate Governance

The Company is committed to good corporate governance in line with the Schedule V ofSEB1 (LODR) Regulations 2015 and Provisions Rules and Regulations of the Companies Act2013. The report on Corporate Governance form part of this Directors' Report as Annexure3.

Vigil Mechanism

The Board of Directors has adopted Whistle Blower Policy pursuant to the provisions ofSection 177(10) of the Companies Act 2013 and regulation 22 of the SEB1 (ListingObligations and Disclosure Requirements) Regulations 2015. The policy provides aframework and process whereby employees can raise their issue against any kind ofharassment victimization or any kind of unfair practice being adopted against them. Allpermanent employees of the Company are covered under the Whistle Blower Policy. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases.

Corporate Social Responsibility

Corporate Social Responsibility is not applicable to your Company pursuant to Section135 of Companies Act 2013 and hence the Company has not developed and implemented anyinitiatives.

Change in Nature of Business if any

There is no change in the nature of business of the Company.

Significant Material Orders passes by Regulators/ Tribunals/ Court impacting the GoingConcern status and Company's Operations in Future *

There are no Significant and Material orders passed by the Regulators or courts orTribunals which would impact the going concern status and Company's operations in future.

Material Changes and Commitments

There are no Material changes and commitments in the business operations of the Companyfrom the Financial Year Ended 31st March 2018 to the date of signing of the Directors'Report.

Human Resource

Your Company treats its "Human Resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company's thrust is on the promotion of talent internally throughjob rotation and job enlargement.

Policies

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations

2015 mandated the formulation of certain Policies for all listed Companies. ThePolicies are reviewed periodically by the Board and updated based on need and new'compliance requirement.

i. Whistle blower Policy (Policy on vigil mechanism)

The Company has adopted the whistle blower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's code ot conduct and ethics. There has been no change to the Whistle blowerPolicy adopted by the Company during fiscal 2017.

ii. Policy for Determining Materiality for Disclosures

This Policy applies to disclosures of material events affecting. This policy is inaddition to the Company's corporate policy statement on investor relations which dealswith the dissemination of unpublished price-sensitive information.

iii. Policy on Document Retention

The Policy deals with the retention and preservation of corporate records of theCompany.

Policy on Sexual Harassment

The Company has adopted Policy on Prevention of Sexual Harassment ot Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention.Prohibition and Redressal) Act 2013.

During the Financial Year ended 31SI March 2018 the Company has notreceived any Complaints pertaining to Sexual Harassment.

CEO/ CFO Certification

The CEO/ CFO certificate on the financial statements of the Company as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed asAnnexure 4 to this Report.

Risk Management Policy

Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has aneffective risk management policy which is capable of identifying various types of risksassociated with the business its assessment handling of risks monitoring and reporting.

Stock Exchange

The Equity Shares of the Company are listed with Bombay Stock Exchange and Madras StockExchange.

Acknowledgement

The Directors take this opportunity to place on record their sincere thanks to theBanks and Financial Institutions Insurance Companies Central and State GovernmentDepartments and the Shareholders for their support and co-operation extended to theCompany from time to time. Directors are pleased to record their appreciation of thesincere and dedicated services of the employees and workmen at all

levels.

For and on behalf of the Board of Directors

Place: Chennai

Date: August 132018

.