Your Directors present the 34th Annual Report of the Company along with theAudited Financial Statements for the financial year ended 31 st March 2017.
Financial Results/State of Company's Affairs
During the year under review the Company earned total consolidated revenue of Rs812.18 lacs for the year as against Rs 847.40 lacs in the previous year. Standalonerevenues during the year stood at Rs 376.12 lacs as against Rs 373.50 lacs in the previousyear.
The consolidated loss for the year stood at Rs 61.21 lacs as against the consolidatedprofit before tax Rs 62.37 lacs in the previous year. The standalone loss for the year wasRs 26.92 lacs as against the standalone profit before tax of` 7.17 lacs in the previousyear.
The Directors have refrained from recommending dividend for the year under review.
Transfer to Reserves
Your Company does not transfer any amount to reserves for the financial year 2016-17.
Share Capital and changes therein
There was no change in Share Capital of the Company during the year under review.
Change in the Nature of Business
During the year under review there was no change in the nature of business of theCompany.
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 16th 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 GLOBALACADEMY" (ISMGA). ISMGA is perhaps India's only Academy to offer a Globaloffering in Sports Management across India and Dubai. ISMGA aims to train candidates withthe right talent that can help grow sports businesses. With a panel of experienced facultyand a rich exposure to the global sports industry through an internship abroad ISMGAprovides tailor-made courses to suit the requirements of the industry. ISMGA offers joboriented course for candidates interested in sports management.
The Company offers specialized course in Wedding Planning with an in-depthknowledge in the fields of creativity customs & rituals floral and stage designvenue and catering besides other aspects such as entertainment technology andinternational best practices through its LLP venture under the brand name "TheWedding Academy" (TWA). The Company also offers industry relevant courses inDigital Marketing & E-commerce that encompass Internet Marketing Search EngineMarketing Social Media Marketing E-mail Marketing Mobile Marketing E-Commerce and Web& Social Media Analytics under the brand name "World Media Academy"(WMA).
The Company formed an Advisory Board with Industry stalwarts like: Mr. AshokAdvani founder publisher of the Business India Group of Publications Mr. Ravi Shastricricket legend and Team India Cricket Coach Mr. Brian Tellis founder of FountainheadPromotions & Events and Mr. Nagesh Alai Former Group Chairman of FCB Ulka Group asmember of Advisory Board.
Directors and Key Managerial Personnel
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.Brief profile of Ms. Bela Desai is annexed to the Notice of Annual General Meeting asstipulated under Regulation 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations).
Based on the confirmation / disclosures received from the Directors and on evaluationof the relationships disclosed the following Non-Executive Directors are Independent interms of Section 149(6) of the Companies Act 2013 and the requirements of ListingRegulations:
1. Mr. Abbas Patel
2. Dr. Anil Naik
The Independent Directors of the Company has given declaration of independence asprovided under Section 149(7) of the Companies Act 2013 confirming that they meet thecriteria of independence under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(the Listing Regulations).
The tenure of Mr. Nowshir Engineer as a Managing Director of the Company has expired onclosure of business hours on June 30 2017. Therefore he ceases as a Managing Directorhowever continued as a Director of the Company. The Board places on record itsappreciation for the valuable contribution made by him during his tenure as a ManagingDirector of the Company. Mr. Samkeet Patel has resigned as a Chief Financial Officer ofthe Company with effect from closing of business hours as on July 24 2017.
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) Amendment Rules 2016 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) Amendment Rules2016.
Number of Meetings of the Board
During the financial year ended on 31st March 2017 the Board of Directors of yourCompany have met 4 (Four) times viz. 19th May 2016 10th August 2016 11th November2016 and 9th February 2017. For further details please refer Report on CorporateGovernance 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 2017 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 2017 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 31 2017 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 of the Directors
Composition of Audit Committee Nomination and Remuneration Committee and StakeholdersRelationship Committee number of meetings held of each Committee during the financialyear 2016-17 and meetings attended by each member of the Committee as required under theCompanies Act 2013 are provided in Corporate Governance Report forming part of thisreport.
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 2017 and the date of this report otherthan those disclosed in this report.
Significant and 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.
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 2017 stood at AED2389111 (Previous Year: AED 2697685). During the year the Subsidiary Company's lossstood at AED 146666 (Previous year profit: AED 363236).
The gross revenue of joint venture partnership for the financial year ended March 2017stood at Rs 21.86 lacs as against Rs 27.67 lacs in the previous year. The profit beforetax for the financial year ended March 2017 was ` 0.18 lacs as against profit of Rs 1.33lacs in the previous year.
Consolidated Financial Statements
Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of subsidiary company and joint venture partnershipfor the year ended 31st March 2017 in Form AOC 1 is attached to the financial statementsof the Company. As required under the Companies Act 2013 and the ListingRegulationstheCompany has years. Pursuant to prepared the Consolidated FinancialStatements of the Company along with its subsidiary and joint venture partnership as perAccounting Standard which form part of the Annual Report and Accounts.
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 procedure areput in place for monitoring mitigating 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 attributesindependence of Directors and other matters provided under sub-section (3) of Section 178of the Companies Act 2013. Gist of this policy are given in Annexure - B to thisreport. The detailed policy is available on the Company's website www.greycellsltd.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. Complaint Redressal Material Orders passed by the Regulators or Courts Committeehas been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy. The policy isavailable 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 - Cand form integral part of this Report.
Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act 2013 the tenure ofcurrent auditors - M/s. Ford Rhodes Parks & Co. LLP Chartered Accountants shallcome to an end at the conclusion of forthcoming Annual General Meeting. Accordingly onrecommendation of the Audit Committee the Board has appointed M/s. A. T. Jain & Co.Chartered Accountants (Firm Registration No. 033809) as Statutory Auditors of the Companyfor a term of five Annual General Meeting till the conclusion of 39th Annual GeneralMeeting of the Company subject to ratification of their appointment by members at everyAnnual General Meeting at such remuneration as may be decided by the Board of Directorsof the Company in consultation with Statutory Auditors. They have consented and offeredthemselves for appointment as 139 and 141 statutory auditors for term of five of theCompanies Act 2013 and rules made thereunder the Company has obtained a certificate fromthe Auditors to the effect inter-alia that their appointment if made would be withinthe limits and in accordance with the conditions prescribed under the Act that they arenot disqualified for such appointment under the provisions of applicable laws and alsothat the list of proceedings against them or any of their partners pending with respect toprofessional matter of conduct as disclosed in the certificate is true and correct. TheAuditors have also confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold a valid certificateReview Board of the ICAI.
The notes on accounts referred to in the Auditors' Report are self-explanatory and donot require further clarifications by the Board except the Auditors has given onequalified opinion that is "No provision for other than temporary diminution if anyin the carrying value of investment in one of the associate company - AAT Academy IndiaLimited has been recognized in the standalone and consolidated financial statements.
The reply of your Directors with respect to it as "The Company has made strategicinvestment in equity shares of AAT Academy India Ltd in earlier years. However theCompany is presently unable to ascertain whether there is any indication of other thantemporary diminution if any in the value of this investment due to non-availability oflatest financial statements and other data." corresponding controls are assessed andpolicies and Secretarial Auditor The Board has appointed M/s. A K Jain & Co. CompanySecretaries to conduct Secretarial Audit for the financial year 2016-17. The SecretarialAudit Report for the financial year ended March 31 2017 is annexed herewith marked as Annexure- D to this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremarks or disclaimer.
Instances of fraud if any reported by the Auditors
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
Adequacy of Internal Financial Control 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.
Deposit from Public
The Company has not accepted any deposits from public within the purview of Chapter Vof the Companies Act 2013 during the year under review and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.
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 Transaction
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 Accounting Standard -18 are set out in Note No. 31 to the standalone financial statements forming part of thisAnnual 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 its ownperformance its Committees and individual directors the Board as a whole and that ofChairman after taking into consideration of the various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors 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 equipments withlatest 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 ||` 1.67 lacs |
|Expenditure ||` 4.01 lacs |
Corporate Governance Report and Management's Discussion and Analysis Report
A separate section on Corporate Governance along with the Management Discussion &Analysis forming part of Directors' Report and certificate from the company secretary inwhole time practice regarding compliance of conditions of Corporate Governance stipulatedas per Part B and C of Schedule V of the Listing Regulations is annexed to and forms partof the Director's Report.
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.
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 : 17th August 2017 ||Chairman |