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. () - Director Report

Company director report

TO

THE MEMBERS OF

LEARNING EDGE ACADEMY OF PROFESSIONALS LIMITED

Your Directors feel pleasure in presenting the 8thAnnual Report togetherwith the audited statements of accounts of the Company for the period ended March 312017.

FINANCIAL RESULTS

(In Rs.)
Particulars As on March 31 2017 As on March 31 2016
Revenue from Operations (Including Other Income) 19585158 29984249
Profit/ (loss) Before Depreciation & Amortization and Taxes (1425815) 7176041
Less: Depreciation & Amortization 513953 691150
Profit/ (loss) after depreciation (911862) 6481891
Less: Prior Period Items - -
Less: Tax Provision (118039) 1469920
Profit/ (Loss) After Tax but before Proposed Dividend (793823) 5014971
Less: Proposed Dividend - -
Net Profit/ (loss) after Dividend (793823) 5014971
Amount transferred to General Reserve -
Balance carried forward to Balance sheet (793823) 5014971

REVIEW OF OPERATIONS

In Financial Year 2016-17 the Revenue from Operations (Including Other Income) at Rs.19585158/- was lower by Rs. 10399091/- as compared to Rs. 29984249/- from Revenuefrom Operations in Financial Year 2015-16. However the gross expenses incurred by theCompany during the Financial Year 2016-17 amounted to Rs. 20497020/- in comparison tothe expenses incurred in Financial Year 2015-16 of an amount of Rs. 23499358/-.

The Company has incurred net loss after tax of Rs. 793823/-during the Financial Year2016-17 in comparison to the net profit of Rs. 5014971/- during the Financial Year2015-16.

The Company has seen a decrease in business activity during the year and the managementis exploring avenues of business as the current line of business is not growing despitebest efforts.

CHANGE OF REGISTERED OFFICE

In order to facilitate day to day working of the Company the Board of Directors intheir meeting held on December 22 2016 approved the change of Registered Office of theCompany from 1249 Aruna

Asaf Aii Marg Opposite Fortis Hospital Vasant Kunj New Delhi-110070 to A-16 FirstFloor Outab Institutional Area Aruna Asaf Ali Marg New Delhi-110067.

MATERIAL CHANGES AND COMMITMENTS IF ANY. AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

During the year under review there was no material changes and commitments in yourCompany that affect the financial position of the company occurred between the end of thefinancial year to which this financial statements relate and the date of the report.

SHARE CAPITAL

During the year under review your company has not made any change in its authorised andpaid up capital.

DIVIDEND

Your directors do not recommend declaration of any dividend for the financial periodunder review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of Directors & Key Managerial Personnel as on March 31st 2017 are asunder:

Name Designation Date Of Appointment
Bhagwan Kewal Ramani Managing director 22/07/2011
Lakshmi Kewal Ramani Whole-time director 14/10/2013
Lakshmi Kewal Ramani CFO 28/09/2014
Sudesh Chand Gupta Director 13/01/2014
Urvish Pradip Bosmaya Director 31/01/2014
Moneesha Ramani Director 14/11/2014
Parul Choudhary Company Secretary 28/12/2015

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each  in accordance withSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid out in subsection (6) of Section 149 of the Companies Act 2013.

ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LASTAGM

During the period under review 5 (Five) Board Meetings were held during the financialyear.

The attendance of each Director at the Board Meetings and Annual General Meeting asfollows:

S. No. Name of Directors Whether Attended Last AGM No. of Board Meetings held No. of Board Meetings attended
1 Mr Bhagwan Kewal Ramani Yes 5 5
2 Mrs Lakshmi Kewal Ramani Yes 5 5
3 Mr. Sudesh Chand Gupta Yes 5 5
4 Mr. Urvish Pradip Bosmaya No 5 4
5 Mrs Moneesha Ramani Yes 5 5

PUBLIC DEPOSITS

The Company has neither invited nor accepted any deposits from the public during theyear.

MANAGEMENT

During the year the management of Company had no change.

AUDITORS

The Statutory Auditors of the Company M/s R. K. Baheti & Co. Chartered Accountants(Firm Registration No. 010528N) will hold office till the conclusion of the Ninth AnnualGeneral Meeting of the Company to be held in 2019 subject to ratification in every AnnualGeneral Meeting.

The Company has received letters from them to the effect that such ratification ifmade would be within the prescribed limits under Section 141 of the Companies Act 2013and that they are not disqualified for the same.

AUDITOR'S REPORT

The observations of the auditors in their report are self-explanatory and therefore inthe opinion of the Directors do not call for further comments.

SFfRFTARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s Arvind Kohli & Associates a firm of company Secretaries in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith as "Annexure A.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

lNTFRNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope and authority of the Internal Audit functionis defined in the internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of section 134(3)(p)of the Act and the corporate governance requirements as prescribed by Securities andExchange Board of India ("SEBI") under Regulation 17 of the Listing Obligationand Disclosure Requirement 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board reviewed the performance of the individual Directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.

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 into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. In staying true to our values of Strength Performance and Passion and in line withour vision of being one of the most respected companies in India the Company is committedto the high standards of Corporate Governance and stakeholder responsibility.

NOMINATION AND REMUNERATION POLICY

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors' report.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with theCode.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EARNINGS AND OUTGO

The particulars prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Rule 8(3) of Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption are not applicable to the company.However efforts are being made to conserve and optimize the use of energy whereverpossible.

PARTICULARS OF EMPLOYEES

The Company had no employee whose particulars are required to be disclosed in pursuanceof provisions of Section 197 of the Companies Act 2013 read with the rule 5 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Directors Ratio to median remuneration
Bhagwan Kewal Ramani 2
Lakshmi Kewal Ramani 1

b. The percentage increase in remuneration of each director chief executiveofficer chief financial officer company secretary in the financial year:

There is no change in the remuneration of Directors Chief Financial Officer of theCompany during the year.

c. The percentage increase in the median remuneration of employees in the financialyear: Nil

d. The number of permanent employees on the rolls of Company: 4 (Four)

e. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the CompanyEXTRACT OF ANNUAL RETURN.

The extract of Annual Return in form no MGT-9 as required under Section 92 of theCompanies Act 2013 for the financial year ending on March 31 2017 is annexed hereto as "AnnexureB" and forms part of this report.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between theCompany and the Directors the management the subsidiaries or the relatives except forthose disclosed in the financial statements. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) along with thejustification for entering into such contract or arrangement in Form AOC-2 does not formpart of the report.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of section 134(5) of the Companies Act 2013 your directors state in respectof Financial Year 2016-17 that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings and outgo for the year under review are as below:

Outgo: Rs. 1025346 Earning: Nil

PARTICULARS OF LOAN TO DIRECTORS OR TO ENTITIES IN WHICH DIRECTORS ARE INTERESTED UNDERSECTION 185 OF THE COMPANIES ACT 2013

During the period under review your company has not given any loan to any Director orto entities in which directors are interested under section 185 of Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

During the year under review the Company has not advanced any loans/ given guarantees/made investments under section 186 of Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated Listing Obligation and Disclosure Requirements 2015.

PREVENTION OF SEXUAL HARASSMENT:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in company's premises through various interventions andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" to provide for the effective enforcement of thebasic human right of gender equality and guarantee against sexual harassment and abusemore particularly against sexual harassment at work places. The company aims to provideeffective enforcement of basic human right of gender equality and guarantee against sexualharassment and abuse. The Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.

For Learning Edge Academy of Professionals Limited

Date: 08/09/2017 Bhagwan Kewal Ramani Lakshmi Kewal Ramani
Place: New Delhi Managing Director Whole Time Director
DIN:02988910 DIN:02988932