Your Directors presents the 37h Annual Report of the Company along with theAudited Financial Statements for the financial year ended 31s1 March 2020.
Financial Results/State of Company's Affairs
During the year under review the Company earned total consolidated revenue of ' 630.13lakhs for the year as against ' 604.74 lakhs in the previous year. Standalone revenuesduring the year stood at ' 323.49 lakhs as against ' 299.41 lakhs in the previous year.
The consolidated loss for the year stood at ' 111.84 lakhs as against the consolidatedloss before tax ' 283.86 lakhs in the previous year. The standalone loss for the year was' 72.74 lakhs as against the standalone loss before tax of ' 74.31 lakhs in the previousyear.
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 2019-20.
The Authorised Share Capital of your Company is 16000000 Equity Shares of face value' 10/- each amounting to ' 160000000/- (Rupees Sixteen Crores only) and the Paid-upShare Capital is 7907715 Equity Shares amounting to ' 79077150/- (Rupees Seven CroresNinety Lakhs Seventy Seven Thousand One Hundred Fifty only). During the financial yearended March 312020 the Company has not issued and allotted any equity shares.
Change in the Nature of Business
During the year under review there was no change in the nature of business of theCompany.
The Company's business focus on Industry relevant training in Media Entertainment& Sports Management under the brand name "EMDI Institute of Media &Communication" (EMDI) and "IRONWOOD SPORTS MANAGEMENT GLOBAL ACADEMY"(ISMGA) continues. The Company now offers Bachelors in Business Administration (BBA) inEvent Management Sports Management & Marketing Management in association with D YPatil University School of Open and Distance Learning (SODL). This initiative opens upthe Company's offerings to the undergraduate students. With these courses students have anopportunity to pursue their career goals at the undergraduate level.
The Company has expanded its operations through its joint venture Company in Chennai.To start with the Company will offer the Sports Management course in Chennai under thebrand.
Impact of the CoVID-19 pandemic on the business
In March 2020 the WHO declared COVID-19 outbreak as a pandemic which has wreaked havocacross the country and the world. On 25th March 2020 the Government of India declaredthe said pandemic as a health emergency and ordered temporary closure of all non-essentialbusinesses imposed restrictions on movement of goods/material travel etc. As the natureof business performed by the Company fell under nonessential category these restrictionslead to a pause in the Company's business operations as well of its business associates.The team adapted quickly to technology for completing the Academic cycle. This alsofacilitated in reaching out to many Industry professionals for sessions with students.During the period the Company has seen a lower fee recovery
from students and higher dropout ratio.
Steps taken to ensure smooth functioning of operations:
The team took on to various digital platforms quickly and completed the course deliveryacross all the courses. Some challenges at the users end for connectivity etc. were beyondcontrol. However students were given an option to access the sessions as they wererecorded. Like all other educational institutions and universities internships andemployment opportunities for students were a challenge and even the students withinternship opportunities had to face tough times.
For the employees that are working from office the Company has taken variousprecautionary measures to ensure safety and health of the employees. In view of thelockdown restrictions the business operations are disrupted. The other employees continueto work from home.
Estimation of the future impact of CoVID-19 on its operations:
The Company's business comprises of offering courses in Event Management & SportsManagement to graduates and undergraduates. Both these sectors have been severely impactedby the pandemic. There is uncertainty of when these sectors will open up and what will bethe new norm. To add to this the uncertainty on conducting examinations for the finalyear students is weighing heavily in the minds of the students as well parents. Both theseare likely to adversely impacted the Company's business headquartered out of Mumbai forthe forthcoming Academic Year.
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. Sujal Shah (DIN: 00058019) and Mr. Rahul Mahipal (DIN: 08813386) wasappointed as an Additional Directors of the Company w.e.f. 12th June 2020 and 18lhAugust 2020 by Board of Directors of the Company at their meeting held on June 12 2020and August 18 2020 respectively. Their term as a Director expires at the ensuing AnnualGeneral Meeting of the Company. The Company has received a notice in writing from amembers under Section 160 of the Companies Act 2013 proposing Mr. Sujal Shah and Mr.Rahul Mahipal as a candidature for the office of Directors of the Company and be and arehereby appointed as a Independent Directors of the Company.
The Company has received declaration from Mr. Sujal Shah and Mr. Rahul Mahipal to theeffect that they meet the criteria of independence as provided in Section 149(6) of theAct read with the Rules framed thereunder. Considering the overall experience andexpertise of Mr. Sujal Shah and Mr. Rahul Mahipal their appointment on Board asIndependent Directors will be in the best interest of the Company. Accordingly it isproposed to appoint Mr. Sujal Shah and Mr. Rahul Mahipal as Independent Directors of theCompany not liable to retire by rotation and to hold office for a term of 5 consecutiveyears commencing from 12th June 2020 to 11lh June 2025 and from 18lhAugust 2020 to 17lh August 2025 respectively.
Your Directors express their deep condolences for the untimely sad demise of Late Dr.Anil Naik Director of the Company on 29th July 2020. The Board places on record itsappreciation for the valuable contributions made by him during his tenure with theCompany.
Ms. Dhara Shah has resigned as a Chief Financial Officer of the Company with effectfrom closing of business hours as on August 18 2020. The Board places on record itsappreciation for the valuable contribution made by her during her tenure as a ChiefFinancial Officer of the Company.
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 the Director offering himself/herself for appointment/re- appointmentat the Annual General Meeting is provided in the annexure
annexed to the notice convening the Annual General Meeting for the year 2020.
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 31s1 March 2020 the Board of Directorsof your Company have met 4 (four) times viz. 24h May 2019; 13hAugust 2019; 14lh November 2019 and 11lh February 2020. Forfurther details please 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 31s1 March 2020 the Board of Directors to thebest of their knowledge and ability confirm/state that:
a) in the preparation of the annual accounts for the year ended March 31 2020 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 312020 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 2019-20 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 31s1 March 2020 and the date of thisreport other than those disclosed in this report.
Significant and Material Orders passed by the Regulators 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 one of the partners in EMDI Wedding Academy LLP (50%). The said LLP havealready filed application for striking off the name in the Register maintained by theRegistrar of Companies and the partner's capital has been repaid and profit has beendistributed among the partners as per the LLP Agreement.
During the period the Company is also one of the partners in Sporting Minds AcademyLLP (76%) which is incorporated on July 27 2020.
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 2020 stood at AED1343851 (Previous Year: AED 1597990). During the year the Subsidiary Company's Lossstood at AED 183702 (Previous year profit: AED 1148811).
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 subsidiary asper Accounting Standard which form part of the Annual Report and Accounts. Pursuant toprovisions of Section 129(3) of the Act a statement containing salient features of thefinancial statements of subsidiary company for the year ended 31s1 March 2020in Form AOC - 1 is attached to the financial statements of the Company.
The Annual Accounts of the subsidiary company along with related detailed informationwill be made available to the shareholders of the Company seeking such information. TheAnnual Accounts of the subsidiary company is also kept for inspection by any members atthe Registered Office of the Company on all working days except Saturdays during businesshours upto the date of the meeting.
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 and also placed on website at www.greycellsltd.com.
Auditors and Auditors' Report
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.
Your Company has received a confirmation from M/s. A. T. Jain & Co. CharteredAccountants (Firm Registration No.103886W) to the effect that they are not disqualifiedwithin the meaning of Section 141 and other applicable provisions of the Act and rulesmade thereunder.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. A. T. Jain & Co. Chartered Accountants Statutory Auditors in their report.
The Board has appointed M/s. A. K. Jain & Co. Company Secretaries to conductSecretarial Audit for the financial year 2019-20. The Secretarial Audit Report for thefinancial year ended March 31 2020 is annexed herewith marked as Annexure - D to thisReport.
There are no qualifications reservations or adverse remarks or disclaimers made by M/sA. K. Jain & Co. Company Secretaries Mumbai in their secretarial audit report.
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 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.
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 and 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.
The Nomination & Remuneration Committee and the Board has defined the evaluationcriteria for the Board its Committees and Directors.
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-executive Directors performance evaluation ofIndependent 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. 15.13 lakhs |
|Expenditure ||Rs. 2.47 lakhs |
Corporate Governance Report and Management's Discussion and Analysis Report
In terms of Regulation 15 (2)of the SEB (Listing Obligations and DisclosureRequirements) Regulations 2015 the provisions of the Corporate Governance are notapplicable to the Company however your company voluntarily complying the same in a betterspirit. 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.
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 : 18lh August 2020 ||Chairman |