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Humming Bird Education Ltd.

BSE: 542592 Sector: Others
NSE: N.A. ISIN Code: INE02PC01019
BSE 00:00 | 07 Sep 137.70 0
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NSE 05:30 | 01 Jan Humming Bird Education Ltd
OPEN 137.70
PREVIOUS CLOSE 137.70
VOLUME 1000
52-Week high 153.00
52-Week low 64.00
P/E 36.72
Mkt Cap.(Rs cr) 8
Buy Price 123.95
Buy Qty 1000.00
Sell Price 137.70
Sell Qty 1000.00
OPEN 137.70
CLOSE 137.70
VOLUME 1000
52-Week high 153.00
52-Week low 64.00
P/E 36.72
Mkt Cap.(Rs cr) 8
Buy Price 123.95
Buy Qty 1000.00
Sell Price 137.70
Sell Qty 1000.00

Humming Bird Education Ltd. (HUMMINGBIRDEDU) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 09th Annual Report on the business andoperations of the Company together with the Audited Financial Statement for the financialyear ended on 31st March 2019.

1. FINANCIAL HIGHLIGHTS

(Amout in INR)

Particulars 2018-19 2017-18
Revenue from operations (Net) 18909978 11708746
Other Income 50 101
Total Income 18910028 11708847
Earnings Before Tax 4399891 1462050
Less: Current Tax 331650 400382
Less: Deferred Tax 791496 (21329)
Less: Income Tax of Previous Years 0.00 0.00
Less: Interest on Income Tax/ TDS/ TCS/ Sales Tax 0.00 0.00
Earnings After Tax 3276745 1082997
Earnings Per Share (Basic) 9.56 6.77
Earnings Per Share (Diluted) 9.56 6.77

2. REVIEW OF BUSINESS OPERATION

During the year under review the Company has earned a total reve nu e of Rs.18910028/- through against Rs. 11708847/ - in the previous year registering a growthof 61.50%. Your Company"s current year net profit jumped by 202% to Rs. 3276745/-from Rs. 1082997/- in the previous year.

3. CAPITAL STRUCTURE

During the year the following changes were effected in the Share Capital of yourCompany:

i) Increase in Authorized Share Capital

The authorized share capital of your Company was increased from Rs. 100000 (Rupees OneLakh) to Rs. 7500000 (Rupees Seventy Five Lakh) during the financial year 2018- 19.

ii) Issue of Shares

During the year under review 290000 Equity Shares of Rs. 10/-each fully paid up wereallotted as Right Issue in proportion of 1:1 on 18thSeptember 2018 and 150000Equity Shares of Rs. 10/- each fully paid up were allotted as Bonus Shares in proportionof 1:1 on 30th September 2018.

iii) Initial Public Offer

During the year under review your company came up with a Public Issue of fresh issueof 163000 Equity Shares of Rs. 10/- each at a premium of Rs. 12.2/- per share aggregatingto the total issue size of Rs. 215.16 Lakhs. Consequently the shares of the Company havebeen listed on SME Platform of BSE Limited vide trading approval letter dated 28thMarch2019.

Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise. It has neither issued ESOP nor Sweat Equity Shares and does not haveany scheme to fund its employees to purchase the shares of the Comp any.

4. LISTING WITH STOCK EXCHANGE

The Company was unlisted Public Company and got listed during the year under review onBSE SME Platform vide trading approval letter dated 28th March 2019.

5. DIVIDEND

In order to conserve the resources your directors do not recommend any dividend forF.Y. 2018 -19

6. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the financial year ended 31st March 2019.

7. TRANSFER TO RE SERVES

During the year under review your Company has not transferred any amount to GeneralReserve.

8. EXTRACT OF ANNUAL RET URN

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return willbe placed on the website of the Company www.hummingbirdeducation.com

9. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Since your company is neither having any subsidiaries or associate companies nor hasentered into any joint ventures with any other company the provision is not applicable.

10. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year 2018 -19 there is no change in the nature of business of thecompany.

11. DETAIL OF DIRECTORS OR KMP APPOINTED/ RESIGNED DURING THE YEAR

During the year under review following directors and KMPs were appointed:

Name of Director/KMPs Designati on Date of Appointment
Ms. Vaishali Jain Additional Director 18.09.2018
Ms. Vaishali Jain Director 22.09.2018
Ms. Priyanka Bhardwaj Additional Director (Non - Executive) 25.10.2018
Mr. Rishi Khanna Additional Director (Non - Executive) 25.10.2018
Mr. Arihant Jain Additional Director (Non - Executive) 25.10.2018
Mr. Savishesh Raj Additional Director (Non - Executive) 25.10.2018
Mr. Mayank Pratap Singh Company Secretary & Compliance Officer 25.10.2018
Ms. Vaishali Jain Chief Financial Officer 25.10.2018
Mr. Dhruv Malhotra Additional Director (Non - Executive) 13.11.2018
Mr. Nitesh Jain Managing Director 15.11.2018
Mr. Savishesh Raj Director (Non-Executive) 15.11.2018
Mr. Rishi Khanna Independent Directors 15.11.2018
Ms. Priyanka Bhardwaj Independent Director 15.11.2018
Mr. Arihant Jain Independent Director 15.11.2018
Mr. Dhruv Malhotra Independent Director 15.11.2018

12. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

All the Independent Directors Mr. Arihant Jain Mr. Vipul Khandelwal Mr. RajaAmitabh Ms. Sonam Mangla and Ms. Teena Jain have given their declarations that they meetthe criteria of Independence as laid down under Section 149(6) of the Companies Act 2013.

13. POLICY ON DIRECTOR'S APPOINTMENT AND POLICY ON REMUNERATION

In adherence to section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company regularly review the policy on Directors Appointment and Remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under section178 (3) based on the recommendations ofthe Nomination and Remuneration Committee.

14. COMMITTEES OF THE BOARD

There are currently three Committees of the Board as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stake holders' Relationship Committee

Details of Composition of all the Committees are as follows:

A. Audit Committee

Our Audit Committee was constituted to have proper checks and balances on the variousfinancial activities of the Company and to guide as well as assist the Board in variousmatters of the utmost importance. The Committee has its Charter for functioning. Theprimary objective of the Committee is to monitor and provide effective supervision of theManagement's financial reporting process to ensure accurate and timely disclosures withthe highest levels of transparency integrity and quality of financial reporting.

As on the date of this report the Committee is comprised of:

S. No. Name Designation
1. Mr. Vipul Khandelwal Chairperson
2. Mr. Arihant Jain Member
3. Mr. Nitesh Jain Member

B. Nomination and Remuneration Committee

The primary objective of the Committee is to recommend suggestions to the Board ofDirectors pertaining to the Remuneration Policy for Directors KMP and all other employeesof the Company.

As on the date of this report the Committee is comprised of:

S. No. Name Designation
1. Mr. Arihant Jain Chairperson
2. Ms. Sonam Mangla Member
3. Mr. Savishesh Raj Member

C. Stakeholders Relationship Committee

Our Stakeholder Relationship Committee has its Charter for its functioning. TheCommittee members personally looking forward the issues if any related to thestakeholders. The primary objective of the Committee is to consider and resolve thegrievances of Security Holders of the Company.

As on the date of this report the Committee is comprised of:

S. No. Name Designation
1. Mr. Arihant Jain Chairperson
2. Mr. Raja Amitabh Member
3. Mr. Savishesh Raj Member

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for t he year under review as stipulatedunder Regulation 34 (2) (e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulation s) ispresented in a separate section forming part of this Annual Report. (Refer Annexure2)

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial po sition ofyour Company which have occurred between the end of the financial year 2018 - 19 and thedate of this Report.

17. BOARD E VALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committees.

18. CLASSES OF SHARES

As on date the Company has only one class of share capital i.e. Equity Shares ofRs.10/ - each.

19. MEETING OF THE BOARD AND COMMITTEES

I. Board Meeting

There were 18 (Eighteen) Meetings held by the Board of Directors. The detailspertaining to number of Board Meetings held during the financial year under review

S. No. Date of Meeting
1. 02.04.2018
2. 18.06.2018
3. 06.08.2018
4. 01.09.2018
5. 18.09.2018
6. 20.09.2018
7. 24.09.2018
8. 30.09.2018
9. 30.09.2018
10. 25.10.2018
11. 10.11.2018
12. 13.11.2018
13. 01.12.2018
14. 18.12.2018
15. 24.01.2019
16. 09.02.2019
17. 02.03.2019
18. 25.03.2019

Number of Meeting Attended by the Board of Directors

S. No. Name of Director No. of Meetings Attended
1. Nitesh Jain 18
2. Narender Kumar Jain 18
3. Vaishali Jain 13
4. Savishesh Raj 1
5. Priyanka Bhardwaj 1
6. Rishi Khanna 1
7. Arihant Jain 1
8. Dhruv Malhotra 1

II. Audit Committee Meetings

There were 01 (One) Meetings held by the members of Audit Committee Board of Directors.The details pertaining to number of Audit Committee Meetings held during the financialyear under review

S. No. Date of the Meeting
1. 25.03.2019

Number of Meetings attended by the Members of the Audit Committee

S. No. Name of Director Designation No. of Meetings Attended
1. Dhruv Malhotra Chairperson 1
2. Arihant Jain Member 1
3. Nitesh Jain Member 1

III. Nomination and Remuneration Committee Meetings

There were 01 (One) Meetings held by the members of Nomination and RemunerationCommittee of Board of Directors. The details pertaining to number of Nomination andRemuneration Committee Meetings held during the financial year under review

S. No. Date of the Meeting
1. 25.03.2019

Number of Meetings attended by the Members of the Nomination and Remuneration Committee

S. No. Name of Director Designation No. of Meetings Attended
1. Arihant Jain Chairperson 1
2. Priyanka Bhardwaj Member 1
3. Savishesh Raj Member 1

IV. Stakeholders Relationship Committee Meetings

There were 01 (One) Meetings held by the members of Stakeholders Relationship Committeeof Board of Directors. The details pertaining to number of Stakeholders RelationshipCommittee Meetings held during the financial year under review

S. No. Date of the Meeting
1. 25.03.2019

Number of Meetings attended by the Members of the Stakeholder Relationship Committee

S. No. Name of Director Designation No. of Meetings Attended
1. Arihant Jain Chairperson 1
2. Priyanka Bhardwaj Member 1
3. Vaishali Jain Member 1

20. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2)(b) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 Compliance with the corporate governanceprovisions as specified in regulations 17 18 19 20 21 22 23 24 25 26 27 andclauses (b) to (i) of sub regulation (2) of regulation 46 and Para C D and E of ScheduleV shall not apply to the Company.

21. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) read with Section 134(5) of theCompanies Act 2013 the Board hereby submits its responsibility Statement:

a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

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 a ffairs of the Company as at March 31 2019 and of theprofit/loss of the 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 t h e 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 an d operating effectively.

22. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company withrelated parties which may have a potential conflict with the Interest of the Company. ForFurther details your attention is drawn to the Related Party Disclosures set out in theFinancial Statements.

23. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern Status of your Company and its operations in future.

24. AUDITORS

At the Extra Ordinary General Meeting held 25th May 2019 M/s. Sanmarks &Associates Chartered Accountants (Firm Registration No. 0033443N) were appointed asauditors to fill thecasual vacancy caused due to resignation of M/s. S. K. Singhal &Associates to hold office till the conclusion of the ensuing Annual General Meeting to beheld in the calendar year 2019.

Further M/s. Sanmarks & Associates Chartered Accountants (Firm Registration No.0033443N) being eligible for re - a ppointment the Board hereby recommends their re -appointment as the statutory auditors of the Company for a period 5 of y ears on suchremuneration as may be fixed by the membe rs.

The Board received a certificate form M/s. Sanmarks & Associates CharteredAccountants (Firm Registration No. 0033443N) intimating that if that firm will beappointed at ensuing Annual General Meeting it shall be in accordance with the limitsspecified under Section 139(1) read with qualification as prescribed under Section 141 ofthe Companies Act 2013.

25. AUDITOR'S REPORT

Auditor's Report is without any qualification. Further the observations of theAuditors in their report read together with the Notes on Accounts are self explanatory andtherefore in the opinion of the Directors do not call for any further explanation.

Further since the Auditors have not reported any instances involving Fraud in theirAudit Report the particulars as prescribed under Section 134 (3) (ca) of t he CompaniesAct 2013 have not provided.

26. SECRETARIAL AUDITOR'S REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 t h e Board ofDirectors hasappointed M/s Gupta Prakash & Co. LLP Practicing Company Secretaries toundertake the Secretarial Audit of the Company.

A Secretarial Audit Report in Form MR - 3 given by M/s Gupta Prakash & Co. LLPPracticing Company Secretaries has been provided in an A nnexure - "A" whichforms part of the Director's Report. There is no qualification reservation or a dverseremark made in their Secretarial Audit Report submitted to the Company. (Refer Annexurel)

27. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company"s Code of Conduct for prevention of Insider Trading covers all t h eDirectors senior management personnel persons forming part of promoter (s)/promotergroup(s) and such other designated employees of the Company who are expected to haveacces s to unpolished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and de aling inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the course of trading window.

28. PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in exc e ss of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Accordingly details as required under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel ) Rules 2014 have not beenprovided.

The details forming part of top ten employees in terms of remuneration of the Companyis annexed herewith as "Annexure -3"

The Statement containing particulars of employees as required under Section 197(12) ofthe Compa nies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given below:

Rule 5 Particulars Name of Director Designation Remuneration Ratio to the Median
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year Nitesh Jain Managing Director 540000 1.47
Vaishali Jain Executive Director and Chief Financial Officer 540000 1.47
(ii) The percentage increase in Name Designation % of Increase
Remuneration of each Director Nitesh Jain Managing Director Nil
Chief Financial Officer Vaishali Jain Director & CFO Nil
Chief Executive Officer Company Piyush Khatri CEO Nil
Secretary in the Financial year. Mayank Pratap Singh Company Secretary Nil

29. COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time maintenance of Cost rec ords and appointment of cost Auditors are notapplicable on your Company.

30. LOANS GUARANTEES AND INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 if any read with the Companies (Meetings of Board and its Powers) Rules 2014are given in the notes to the Financial Statements.

31. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are proper adequate and operating effectively. The Board hasaccounting policies which are in line with the Accounting Standards prescribed i n theCompanies (Accounting Standards) Rules 2006 that continue to apply under Section 133 andother applicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and relevant provisions of the Companie s Act 2013 tothe extent applicable. These a re in accordance with generally accepted accountingprinciples in India.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 Thepolicy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company is placed on the website of the Company at hummingbirdeducation.com.

33. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDR ESSAL) ACT 2013

Company has not yet constituted any Committee under the SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013. However The Company has zerotolerance for sexual harassment at workplace and has adopted a Policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules there under for prevention and red res sal of complaints of sexualharassment at workplace.

Company has not received any complaint on sexual harassment during the financial year2018-19.

34. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of your company hereby confirms that the provisions of section135(1) of the Companies Act 2013 and Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to our company for the financial year2018- 2019.

35. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under section 134(3)(m) of the Companies Act 2013 rea d withrule 8 of the Companies (Accounts) Rules 2014 regarding Conservation of Energy and

Technology Absorption are not applicable to the Company and hence have not beenprovided.

36. FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars regarding foreign exchange earnings and outgo appear are as follows:

Foreign Exchange Earnings/
Outgo:
Earnings Nil
Outgo Nil

37. ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the cooperation and assistancereceived from customers suppliers employees shareholders bankers Government agenciesfinancial institutions regulatory bodies and other business constituents during the yearunder review. The Directors express their sincere thanks to t h e lenders of the Companyfor continuous support during the year. Your Directors also wish to place on record theirdeep sense of appreciation for the commitment displayed by all execut ives officers andstaff resulting in the successful performance of the Company during the year.

By order of the Board of Directors

For Humming Bird Education Limited

Sd/- Sd/-
Nitesh Jain Vaishali Jain
Date: 06/09/2019 Chairman and Managing Directoi Director & Chief Financial Officer
Place: DELHI

.