Your Directors presents the 36th Annual Report of the Company along with the AuditedFinancial Statements for the financial year ended 31st March 2019. FinancialResults/State of Company's Affairs
During the year under review the Company earned total consolidated revenue of Rs604.74 lakhs for the year as against Rs 774.47 lakhs in the previous year. Standalonerevenues during the year stood at Rs 299.41 lakhs as against Rs 323.73 lakhs in theprevious year.
The consolidated loss for the year stood at Rs 283.86 lakhs as against the consolidatedloss before tax Rs 140.23 lakhs in the previous year. The standalone loss for the year wasRs 74.31 lakhs as against the standalone loss before tax of Rs 137.62 lakhs in theprevious year.
The Directors have refrained from recommending dividend for the year under review.
Transfer to Reserves
Your Company does not recommend any amount to transfer to reserves for the financialyear 2018-19.
Share Capital and changes therein
During the year under review the Authorized Share Capital of the Company is increasedfrom Rs 117000000/- (Rupees Eleven Crores Seventy Lacs only) divided into 11700000/-(One Crore Seventeen Lacs only) Equity Shares of Rs 10/- (Rupees Ten) each to Rs160000000/- (Rupees Sixteen Crores only) divided into 16000000/- (One Crore SixtyLakhs) Equity Shares of Rs 10/- (Rupees Ten) each.
Change in the Nature of Business
During the year under review there was no change in the nature of business of theCompany.
Change in Registered Office
The registered office of the Company has been shifted from Forum Building 1st Floor11/12 Raghuvanshi Mills Compound Senapati Bapat Marg Lower Parel (West) Mumbai -400013 to 3013rd Floor Symphony Durga Niwas CTS 1242 Nehru Road Near Sathaye CollegeStop Vile Parle (East) Mumbai - 400057 with effect from June 12019.
The Company is currently engaged in Vocational training in media and entertainmentsectors under the brand name "EMDI Institute of Media & Communication"(EMDI) - a leader in Event Management Advertising PR and Journalism. This year EMDIenters its 18th year of pioneering training. The Company is currently offering courses ofEMDI at Mumbai Delhi Bengaluru and Dubai. EMDI - Dubai courses are accredited by EDEXCELASSURED CENTRE UK's largest vocational accreditation board and EMDI Dubai is probably theonly Institute offering industry relevant specialised courses in Dubai.
The Company also offers industry relevant Post Graduate Diploma in Global SportsManagement courses under the brand "IRONWOOD SPORTS MANAGEMENT GLOBAL ACADEMY"(ISMGA). ISMGA is perhaps India's only Academy to offer a Global offering in SportsManagement across India and Dubai. ISMGA aims to train candidates with the right talentthat can help grow sports businesses. With a panel of experienced faculty and a richexposure to the global sports industry through an internship abroad ISMGA providestailor-made courses to suit the requirements of the industry. ISMGA offers job orientedcourse for candidates interested in sports management.
The Company offers specialized course in Wedding Planning with an in-depth knowledge inthe fields of creativity customs & rituals floral and stage design venue andcatering besides other aspects such as entertainment technology and international bestpractices.
The Company formed an Advisory Board with Industry stalwarts like: Mr. Ashok Advanifounder publisher of the Business India Group of Publications Mr. Ravi Shastri cricketlegend and Team India Cricket Coach Mr. Brian Tellis founder of Fountainhead Promotions& Events and Mr. Nagesh Alai Former Group Chairman of FCB Ulka Group as member ofAdvisory Board.
Directors and Key Managerial Personnel
Pursuant to provisions of Section 161(1) and all other applicable provisions if anyof the Companies Act 2013 and on recommendation of the Nomination & RemunerationCommittee Mr. Ashwani Kumar Singh (DIN: 03388771) was appointed as an Additional Directorof the Company w.e.f. 13th November 2018 by Board of Directors of the Company at theirmeeting held on November 13 2018. His term as a Director expires at the ensuing AnnualGeneral Meeting of the Company. The Company has received a notice in writing from a memberunder Section 160 of the Companies Act 2013 proposing Mr. Ashwani Kumar Singh as acandidature for the office of Director of the Company and be and is hereby appointed as aDirector of the Company. In the same meeting Mr. Ashwani Kumar Singh has also appointedas a Whole-time Director designated as Executive Director' of the Company for aperiod of three years with effect from November 13 2018 to November 12 2021 (both daysinclusive) without any remuneration.
In accordance with the provisions of the Companies Act 2013 (the Act) and Articles ofAssociation of the Company Ms. Bela Desai will retire by rotation as Director at theensuing Annual General Meeting and being eligible offers herself for re-appointment.
Mr. Abbas Patel (DIN: 00547281) and Dr. Anil Naik (DIN: 00002670) were appointed as anIndependent Directors on the Board of the Company pursuant to the provisions of Section149 of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014. They hold the office as an Independent Directors of the Companyupto 24th September 2019. The Board based on the performance evaluation of IndependentDirectors and as per the recommendation of the Nomination & Remuneration Committee andconsidering their background experience and contributions made by them during theirtenure the continued association of Mr. Abbas Patel and Dr. Anil Naik would be beneficialto the Company and it is desirable to continue to avail their services as IndependentDirectors. In the opinion of the Board Mr. Abbas Patel and Dr. Anil Naik fulfil theconditions for re-appointment as Independent Directors as specified in the Act rules madethereunder and the Listing Regulations. Accordingly it is proposed to re-appoint Mr.Abbas Patel and Dr. Anil Naik as Independent Directors of the Company not liable toretire by rotation and to hold office for a second term of 5 consecutive years commencingfrom 25th September 2019 to 24th September 2024.
Brief profile of the Director offering himself/herself for appointment/re- appointmentat the Annual General Meeting is provided in the annexure annexed to the notice conveningthe Annual General Meeting for the year 2019.
All Independent Directors have submitted declarations to the Company that they meet thecriteria of Independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
Details of Remuneration to Directors
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended has been appended as ANNEXUREA to this Report
Particulars of Employees
There were no such employees of the Company for which the information required to bedisclosed pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended.
Number of Meetings of the Board
During the financial year ended on 31st March 2019 the Board of Directors of yourCompany have met 6 (Six) times viz. 30th May 2018; 13th August 2018; 13th November2018; 13th February 2019; 23rd February 2019 and 28th March 2019. For further detailsplease refer Report on Corporate Governance of this Annual Report.
Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to financialstatements for the year ended 31st March 2019 the Board of Directors to the best oftheir knowledge and ability confirm/state that:
a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departure;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312019 and of the loss ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Details of Committees of the Board
Composition of Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee number of meetings held of each Committee during the financialyear 2018-19 and meetings attended by each member of the Committee as required under theCompanies Act 2013 and SEBI LODR are provided in Corporate Governance Report forming partof this report.
The Recommendation by the Audit Committee as and when made to the Board has beenaccepted by it.
Material Changes and Commitment affecting the Financial Position of the Company
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between 31st March 2019 and the date of this report otherthan those disclosed in this report. Significant and Material Orders passed by theRegulators or Courts or Tribunals
There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of your Company and its future operations.
Maintenance of Cost Records
The Central Government has not prescribed the maintenance of cost records under Section148(1) of the Companies Act.
Subsidiary Companies and Joint Ventures
Your Company has one subsidiary company viz. EMDI (Overseas) FZ LLC a wholly ownedsubsidiary. The Company is also one of the partners in EMDI Wedding Academy LLP (50%share).
There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013. Further there has been no material change in the nature of business of thesubsidiaries.
The gross revenue of subsidiary for the financial year ended March 2019 stood at AED1689825/- (Previous Year: AED 2556780). During the year the Subsidiary Company'sProfit stood at AED (1148811) (Previous year profit: AED 54342).
The gross revenue of joint venture partnership for the financial year ended March 2019stood at Rs 0.40 as against Rs 10.45 lakhs in the previous year. The profit before tax forthe financial year ended March 2019 was Rs 0.04 lakhs as against loss of Rs (0.05) lakhsin the previous year.
Performance and Financial Position of Subsidiaries Associates and Joint VentureCompanies
As required under the Companies Act 2013 and the Listing Regulations the Company hasprepared the Consolidated Financial Statements of the Company along with its subsidiaryand joint venture partnership as per Accounting Standard which form part of the AnnualReport and Accounts. Pursuant to provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of subsidiary company and jointventure partnership for the year ended 31st March 2019 in Form AOC - 1 is attached to thefinancial statements of the Company.
The Company is one of the partner in EMDI Wedding Academy LLP (50% share). The said LLPis in process of winding up and capital has been repaid and profit has been distributedamong the partners as per the partnership deed.
The Annual Accounts of the subsidiary company and joint venture partnership along withrelated detailed information will be made available to the shareholders of the Companyseeking such information. The Annual Accounts of the subsidiary company and joint venturepartnership are also kept for inspection by any members at the Registered Office of theCompany on all working days except Saturdays during business hours upto the date of themeeting.
Whistle Blower Policy/Vigil Mechanism
Your Company has framed Whistle Blower Policy to deal with instances of fraud andmismanagement if any in compliance with the provisions of Section 177(10) of theCompanies Act 2013 and Regulation 22 of the Listing Regulations. The details of thepolicy are given in Corporate Governance Report and policy is available on the Company'swebsite www. greycellsltd.com.
Business Risk Management
Your Company has approved Risk Management Policy wherein all material risks faced bythe Company are identified and assessed. For each of the risks identified correspondingcontrols are assessed and policies and procedure are put in place for monitoringmitigating and reporting risk on a periodic basis.
Nomination and Remuneration Policy
As required under Section 178 of the Companies Act 2013 the Board of Directors hasapproved the Nomination and Remuneration Policy which lays down a framework in relationto remuneration of Directors Key Managerial Personnel and Senior Management of theCompany. This policy also lays down criteria for determining qualifications positiveattributes independence of Directors and other matters provided under sub-section (3) ofSection 178 of the Companies Act 2013. Gist of this policy are given in Annexure - B tothis report. The detailed policy is available on the Company's websitewww.grevcellsltd.com
Disclosure under the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the workplace (Prevention Prohibition and Redressal)Act 2013. The Company has constituted the Internal Complaint Committee as per the Act toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. Your Company has compliedwith the provisions relating to the constitution of Internal Complaints Committee underthe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. The policy is available on the Company's website www.greycellsltd.com .
The following is summary of sexual harassment complaints received and disposed offduring the calendar year:
|No. of complaints received ||Nil |
|No. of complaints disposed off ||Nil |
Extract of Annual Report
The details forming part of the Extract of Annual Return in Form MGT - 9 as requiredunder Section 92 of the Companies Act 2013 is included in this report as Annexure - C andform integral part of this Report.
Auditors and Auditors' Report Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules made thereunderM/s. A. T. Jain & Co. Chartered Accountants were appointed as statutory auditors ofthe Company from the conclusion of the Annual General Meeting (AGM) of the Company held on29th September 2017 till the conclusion of the AGM to be held in the year 2022.
The notes on accounts referred to in the Auditors' Report are selfexplanatory and donot require further clarifications by the Board. Secretarial Auditor
The Board has appointed M/s. A. K. Jain & Co. Company Secretaries to conductSecretarial Audit for the financial year 2018-19. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed herewith marked as Annexure - D to thisReport.
The Secretarial Audit Report does not contain any qualification reservation or adverseremarks or disclaimer. However the observation mentioned in the Secretarial Audit Reportis self explanatory .
Instances of fraud if any reported by the Auditors
There have been no instances of fraud reported by the Statutory Auditors or SecretarialAuditors under Section 143(12) of the Companies Act 2013. Adequacy of Internal FinancialControl with reference to the financial statements
The Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the businesses and functions are systematically addressed through mitigatingaction on continuing basis. The Internal Financial Control System has been routinelytested and certified by Statutory as well as Internal Auditors. Significant Auditobservations and follow up actions thereon are reported to the Audit Committee.
Compliance with Secretarial Standards
The Company complies with Secretarial Standards on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia.
Deposit from Public
The Company has not accepted any deposits from public within the purview of Chapter Vof the Companies Act 2013 and rules made thereunder. During the year under review and assuch no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.
Corporate Social Responsibility
In terms of Section 135 of the Companies Act 2013 provisions of Corporate SocialResponsibility are not applicable to the Company.
Particulars of Loans Guarantees or Investments by Company
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements forms partof this report.
Related Party Transactions
All Related Party Transactions entered during the year were in ordinary course of thebusiness and on arm's length basis. No material related party transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were entered during the year by your Company. Accordinglythe disclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
All related party transactions are placed before the Audit Committee and also beforethe Board for approval on quarterly basis. Prior omnibus approval of the Audit Committeeis obtained for the transactions which are of a foreseen and repetitive nature.
The details of the related party transactions as required under Indian AccountingStandard (IND AS) 24 are set out in Note No. 32 to the standalone financial statementsforming part of this Annual Report.
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors of the Company has carried out annual evaluation of performance Boardits Committees individual directors and the Board as a whole after taking intoconsideration of the various aspects of the Board's functioning composition of the Boardand its Committees culture execution and performance of specific duties obligations andgovernance.
In a separate meeting of Independent Directors performance of NonIndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking in to account the views of Executive Director and Non-executiveDirectors performance evaluation of Independent Directors being evaluated.
Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo
a) Conservation of Energy
The Company is not involved in any manufacturing activity and hence has low energyconsumption levels. Nevertheless the Company makes all efforts to conserve and optimizethe use of energy by using energy - efficient infrastructure computers and equipmentswith latest technologies.
b) Technology Absorption and Research and Development
The Company's research and development focus is on developing new frameworks processesand methodologies to improve the speed and quality of service delivery.
c) Foreign Exchange Earnings and Outgo
The earnings and expenditure in foreign exchange were as under:
|Earning ||Rs 2.72 lakhs |
|Expenditure ||Rs 1.61 lakhs |
Corporate Governance Report and Management's Discussion and Analysis Report
A separate section on Corporate Governance along with the Management Discussion &Analysis and certificate from the company secretary in whole time practice regardingcompliance of conditions of Corporate Governance stipulated as per Part B and C ofSchedule V of the Listing Regulations is annexed to and forms part of the Director'sReport.
Pursuant to the provisions of the Listing Regulations your Company has taken adequatesteps to ensure that all mandatory provisions of Corporate Governance as prescribed underthe Listing Regulations are complied with. Acknowledgements
Your Directors wish to thank all Employees Bankers Investors Business AssociatesAdvisors etc. for their continued support during the year.
| ||By order of the Board of Directors of |
| ||Greycells Education Limited |
|Place : Mumbai ||Abbas Patel |
|Date : 13th August 2019 ||Chairman |