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Ironwood Education Ltd.

BSE: 508918 Sector: Others
NSE: N.A. ISIN Code: INE791H01011
BSE 00:00 | 29 Nov 28.70 0.95
(3.42%)
OPEN

27.20

HIGH

28.90

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27.20

NSE 05:30 | 01 Jan Ironwood Education Ltd
OPEN 27.20
PREVIOUS CLOSE 27.75
VOLUME 3163
52-Week high 48.90
52-Week low 19.70
P/E
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 27.20
CLOSE 27.75
VOLUME 3163
52-Week high 48.90
52-Week low 19.70
P/E
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ironwood Education Ltd. (IRONWOODEDUCA) - Director Report

Company director report

Dear Shareholders

Your Director?s present the 39th Annual Report of theCompany along with the Audited Financial Statements for the financial year ended 31stMarch 2022.

Financial Results

During the year under review the Company?s consolidated revenuestood at Rs. 219.12 lakhs as against Rs. 263.07 lakhs in the previous year. Standalonerevenues during the year stood at Rs. 74.12 lakhs as against Rs. 83.17 lakhs in theprevious year.

The consolidated loss for the year was Rs. 167.87 lakhs as against Rs.198.25 lakhs in the previous year. The standalone loss for the year was Rs. 90.22 lakhs asagainst Rs. 127.84 lakhs in the previous year.

Dividend

The Directors have refrained from recommending dividend for the yearunder review.

Transfer to Reserves

Your Company does not recommend any amount to transfer to reserves forthe financial year 2021-22.

Share Capital

The Authorised Share Capital of your Company is 16000000 EquityShares of face value of Rs.10/- each amounting to Rs. 160000000/- (Rupees SixteenCrores only) and the Paid-up Share Capital is 7907715 Equity Shares amounting to Rs.79077150/- (Rupees Seven Crores Ninety Lakhs Seventy Seven Thousand One Hundred Fiftyonly). During the financial year ended March 312022 the Company has not issued andallotted any equity shares.

Operations

The last two years were most challenging years across most businessglobally. The sectors which have direct impact on the company?s business

- Media Entertainment Sports & Education has been adverselyaffected. These have impacted the company?s business adversely.

During the year under review the Company expanded its course offeringsto undergraduate students. The Company has entered into an arrangement with Dr. HomiBhabha State University to offer Bachelor?s program in Sports Management. With thisarrangement Sydenham College will offer Bachelors in Sports Management program on theircampus in association with the Company.

During the year under review the on-ground business of Coaching BeyondPvt Ltd an associate company was launched with the formal launch and inauguration of theHyderabad Centre in early March. The second Centre will be launched in Chennai.

Change in Registered Office

The registered office of the Company has shifted to KHIL House 1stFloor 70-C Nehru Road Adjacent to Domestic Airport Vile Parle (East) Mumbai

- 400099 with effect from June 1 2022.

Number of Meetings of the Board

During the financial year ended on 31st March 2022 theBoard of Directors of your Company have met 4 (four) times viz. 30th June2021; 12th August 2021; 12th November 2021 and 8thFebruary 2022.

Directors and Key Managerial Personnel

The Directors of the Company possess highest personal and professionalethics integrity and values and are committed to representing the longterm interest ofthe stakeholders. As on 31st March 2022 the Company?s Board comprises 7(Seven) Directors with considerable experience in their respective fields and one Directoris an Executive Director and all other

Directors are Non-Executive Directors including two women director andthree Independent Directors. In every Board meeting the Directors present electchairperson to preside over the meeting.

Board of Directors of the Company on recommendation of the Nomination& Remuneration Committee appointed Mr. Dharmesh Parekh (DIN: 03102365) as anAdditional Director of the Company w.e.f. 8th February 2022. His term as an AdditionalDirector expires at the ensuing Annual General Meeting of the Company. The Company hasreceived notice in writing from one of the Member proposing Mr. Dharmesh Parekh as acandidature for the office of Director of the Company. Accordingly Mr. Dharmesh Parekhwas appointed as a Director of the Company. In the same meeting Mr. Dharmesh Parekh hasalso been appointed as an Executive Director of the Company for a period of three yearswith effect from February 8 2022 to February 7 2025 (both days inclusive) without anyremuneration.

In accordance with the provisions of the Companies Act 2013 (the Act)and Articles of Association of the Company Ms. Malka Chainani will retire by rotation asDirector at the ensuing Annual General Meeting and being eligible offers herself forre-appointment.

Brief profile of the Director offering himself/herself forappointment/re- appointment at the Annual General Meeting is provided in the annexureannexed to the notice convening the Annual General Meeting for the year 2022.

Declaration by Independent Directors

The Independent Directors of the Company have submitted the declarationof independence as required under Section 149(7) of the Companies Act 2013 confirmingthat they meet the criteria of independence under Section 149(6) of the Companies Act 2013and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board the IndependentDirectors fulfill the conditions specified in these regulations and are independent of themanagement. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.

The Board is also of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the field offinance strategy auditing tax risk advisory financial services and they hold thehighest standards of integrity.

Directors? Responsibility Statement

In terms of Section 134(5) of the Companies Act 2013 in relation tofinancial statements for the year ended 31st March 2022 the Board ofDirectors to the best of their knowledge and ability confirm/state that:

a) i n the preparation of the annual accounts for the year ended March31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departure;

b) t he Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312022and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors have prepared the annual accounts on a ‘goingconcern? basis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Nomination and Remuneration Policy

As required under Section 178 of the Companies Act 2013 the Board ofDirectors has approved the Nomination and Remuneration Policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. This policy also lays down criteria for determining qualificationspositive attributes independence of Directors and other matters provided undersub-section (3) of Section 178 of the Companies Act 2013. Gist of this policy are givenin Annexure - B to this report. The detailed policy is available on theCompany?s website www.ironwoodworld.com

Details of Remuneration to Directors

Disclosures with respect to the remuneration of Directors and employeesas required under Section 197 of the Companies Act 2013 and Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended has beenappended as ANNEXURE A to this Report.

Particulars of Employees

There were no such employees of the Company for which the informationrequired to be disclosed pursuant to Section 197 of the Companies Act 2013 read with Rule5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended.

Details of Committees of the Board

Audit Committee

The Company has a qualified and independent Audit Committee with allits members being Non-Executive Directors to oversee the accounting and financialgovernance of the Company. The Committee acts as a link between the management statutoryauditors and the Board of Directors. The Audit Committee comprises of 3 members namely Mr.Abbas Patel Ms. Bela Desai and Mr. Sujal Shah. The Committee met 4 (four) times duringthe year 2021-2022 on 30.06.2021 12.08.2021 12.11.2021 and 08.02.2022 respectively. TheRecommendation by the Audit Committee as and when made to the Board has been accepted byit.

Stakeholders Relationship Committee

In accordance with Section 178 of Companies Act 2013 and Regulation 20of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas constituted Stakeholders Relationship Committee to consider transfer of shares andresolve the grievances of security holders of the company including complaints related totransfer of shares non-receipt of dividends interest non-receipt of balance sheet etc.During the year 2021-22 the Committee met 1 (one) time i.e. on 30.06.2021.

Nomination and Remuneration Committee

The Company has constituted Nomination and Remuneration Committee atthe Board level with the powers and roles that are in accordance with Section 178 of theCompanies Act 2013 and Regulation 19 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. During the year under review the Committee met 2 (two)time i.e. on 01.07.2021 and 08.02.2022.

Annual Return

As per the requirements of Section 92(3) of the Act and Rules framedthereunder the Annual Return for the financial year ended March 312022 is uploaded onthe website of the Company and the same is available athttps://ironwoodworld.com/wp-content/uploads/2022/08/Draft-Annual-Return-MGT-7-2021-22.pdf

Particulars of Loans Guarantees or Investments by Company

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to FinancialStatements forms part of this report.

Particulars of Contracts or Arrangements with Related Parties

All Related Party Transactions entered during the year were in ordinarycourse of the business and on arm?s length basis. No material related partytransactions i.e. transactions exceeding ten percent of the annual consolidated turnoveras per the last audited financial statements were entered during the year by yourCompany. Accordingly the disclosure of related party transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. Attention ofmembers is drawn to the disclosures of transactions with related parties set out in Notesto Accounts (Note No. 30) forming part of the standalone financial statements. Thetransactions with person or entity belonging to the promoter/promoter group which holds10% or more shareholding in the Company as required under Schedule V Part A (2A) of SEBILODR Regulations is given as Note No. 30 (on Related Party Transaction) forming part ofthe standalone financial statements.

All related party transactions are placed before the Audit Committeeand also before the Board for approval on quarterly basis. Prior omnibus approval of theAudit Committee is obtained for the transactions which are of a foreseen and repetitivenature.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the ListingRegulations the Board of Directors of the Company has carried out annual evaluation ofperformance Board its committees and individual directors and the Board as a whole aftertaking into consideration of the various aspects of the Board?s functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.

The Nomination & Remuneration Committee and the Board has definedthe evaluation criteria for the Board its Committees and Directors.

In a separate meeting of Independent Directors performance ofNonIndependent Directors performance of the Board as a whole and performance of theChairman was evaluated taking in to account the views of Executive Director andNon-executive Directors performance evaluation of Independent Directors being evaluated.

Material Changes and Commitment affecting the Financial Position of theCompany

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between 31st March 2022and the date of this report other than those disclosed in this report.

Significant and Material Orders passed by the Regulators or Courts orTribunals

There are no significant material orders passed by the Regulators orCourts or Tribunal which would impact the going concern status of your Company and itsfuture operations.

Maintenance of Cost Records

The Central Government has not prescribed the maintenance of costrecords under Section 148(1) of the Companies Act 2013.

Subsidiary Companies and Joint Ventures

Your Company has one wholly owned subsidiary company viz. EMDI(Overseas) FZ LLC. There has been no material change in the nature of business of thesubsidiary.

Pursuant to application made EMDI Wedding Academy LLP has completedthe winding up formalities.

The Company is one of the partners in Sporting Minds Academy LLPChennai.

Further to the fund raise by Coaching Beyond Private Limited theequity stake of our Company in Coaching Beyond stands at 16% from earlier 20%. HenceCoaching Beyond Pvt Ltd has ceased to be associate company w.e.f. March 5 2022.

Performance and Financial Position of Subsidiaries Associates andJoint Venture Companies

The gross revenue of EMDI (Overseas) FZ LLC wholly owned subsidiaryfor the financial year ended March 2022 stood at AED 646524 (Previous Year: AED857386). During the year the Subsidiary Company?s Loss stood at AED 366671(Previous year profit: AED 310477).

Sporting Minds Academy LLP continue to explore opportunities.

As required under the Companies Act 2013 and the Listing Regulationsthe Company has prepared the Consolidated Financial Statements of the Company along withits subsidiary as per Accounting Standard which form part of the Annual Report andAccounts. Pursuant to provisions of Section 129(3) of the Act a statement containingsalient features of the financial statements of subsidiary company/associate/joint venturepartnership for the year ended 31st March 2022 in Form AOC - 1 is attached tothe financial statements of the Company.

The Annual Accounts of the subsidiary company and joint venturepartnership along with related detailed information will be made available to theshareholders of the Company seeking such information. The Annual Accounts of thesubsidiary company and joint venture partnership are also kept for inspection by anymembers at the Registered Office of the Company on all working days except Saturdaysduring business hours upto the date of the meeting.

Whistle Blower Policy/Vigil Mechanism

Your Company has framed Whistle Blower Policy to deal with instances offraud and mismanagement if any in compliance with the provisions of Section 177(10) ofthe Companies Act 2013 and Regulation 22 of the Listing Regulations. The policy isavailable on the Company?s website www. ironwoodworld.com.

Business Risk Management

Your Company has approved Risk Management Policy wherein all materialrisks faced by the Company are identified and assessed. For each of the risks identifiedcorresponding controls are assessed and policies and procedure are put in place formonitoring mitigating and reporting risk on a periodic basis.

Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at the workplace (PreventionProhibition and Redressal) Act 2013. The Company has constituted the Internal ComplaintCommittee as per the Act to redress complaints received regarding sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy.Your Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. The policy is available on the Company?swebsite www.ironwoodworld.com.

The following is summary of sexual harassment complaints received anddisposed off during the calendar year:

No. of complaints received Nil
No. of complaints disposed off Nil

Auditors and Auditors' Report Statutory Auditors

The Board has after evaluating and considering various factors such asindustry experience competency of the audit team efficiency in conduct of auditindependence etc. the Board of Directors of the Company has based on the recommendationof the Audit Committee at its meeting held on August 10 2022 proposed there-appointment of M/s. A. T. Jain & Co. Chartered Accountants (Firm Registration No.103886W) as the Statutory Auditors of the Company for a term of five consecutive yearsfrom the conclusion of thirty ninth AGM till the conclusion of forty fourth AGM of theCompany to be held in the year 2027.

Your Company has received a consent from M/s. A. T. Jain & Co.Chartered Accountants (Firm Registration No.103886W) for their appointment as StatutoryAuditors and also confirmed that if appointed the appointment will be in accordance withSection 139 read with Section 141 of the Act.

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s. A. T. Jain & Co. Chartered Accountants Statutory Auditorsin their audit report for the financial year 2021-22.

Secretarial Auditor

The Board has appointed M/s. A. K. Jain & Co. Company Secretariesto conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Reportfor the financial year ended March 31 2022 is annexed herewith marked as Annexure - C tothis Report.

There are no qualifications reservations or adverse remarks ordisclaimers made by M/s A. K. Jain & Co. Company Secretaries Mumbai in theirsecretarial audit report.

Instances of fraud if any reported by the Auditors

There have been no instances of fraud reported by the StatutoryAuditors or Secretarial Auditors under Section 143(12) of the Companies Act 2013.

Adequacy of Internal Financial Control with reference to the financialstatements

The Company has an Internal Financial Control System commensurate withthe size scale and complexity of its operations. Your Company has in place a mechanism toidentify assess monitor and mitigate various risks to key business objectives. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating action on continuing basis. The Internal Financial Control System has beenroutinely tested and certified by Statutory as well as Internal Auditors. SignificantAudit observations and follow up actions thereon are reported to the Audit Committee.

Compliance with Secretarial Standards

The Company complies with Secretarial Standards on Meetings of theBoard of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of CompanySecretaries of India.

Deposit from Public

The Company has not accepted any deposits from public within thepurview of Chapter V of the Companies Act 2013 and rules made thereunder. During the yearunder review and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the balance sheet.

Corporate Social Responsibility

In terms of Section 135 of the Companies Act 2013 provisions ofCorporate Social Responsibility are not applicable to the Company.

Particulars of conservation of energy technology absorption andforeign exchange earnings and outgo

a) Conservation of Energy

The Company is not involved in any manufacturing activity and hence haslow energy consumption levels. Nevertheless the Company makes all efforts to conserve andoptimize the use of energy by using energy - efficient infrastructure computers andequipments with latest technologies.

b) Technology Absorption and Research and Development

The Company?s research and development focus is on developing newframeworks processes and methodologies to improve the speed and quality of servicedelivery.

c) Foreign Exchange Earnings and Outgo

The earnings and expenditure in foreign exchange were as under: EarningRs. 19.94 lakhs

Expenditure Rs. NIL

Change in the Nature of Business

During the year under review there was no change in the nature ofbusiness of the Company.

Management's Discussion and Analysis Report

A separate section on Management Discussion & Analysis stipulatedas per Part B of Schedule V of the Listing Regulations is annexed to and forms part of theDirector?s Report.

Corporate Governance Report

In terms of Regulation 15(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time the complianceof provisions of the Corporate Governance under Regulation 27(2) of the ListingRegulations is not applicable to the Company as paid up equity share capital of theCompany is not exceeding Rs. 10 Crores and net worth is not exceeding Rs. 25 Crores as onthe last day of previous financial year i.e. as on 31st March 2022.

Details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their statusas at the end of the financial year.

There are no applications made or any proceeding pending against theCompany under Insolvency and Bankruptcy Code 2016 (31 of 2016) during the financial year.

Details of difference between amount of the valuation done at the timeof one time settlement and the valuation done while taking loan from the banks orfinancial institutions along with the reasons thereof

There are no instances of one time settlement during the financialyear.

Acknowledgements

Your Directors wish to thank all Employees Bankers InvestorsBusiness Associates Advisors etc. for their continued support during the year.

By order of the Board of Directors of
Ironwood Education Limited
Abbas Patel
Place : Mumbai Chairman
Date : 10th August 2022 DIN :00547281

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