SHANTI EDUCATIONAL INITIATIVES LIMITED.
Your Directors take pleasure in presenting their report on the business and operations of your Company for the year ended on 31st March 2019.
|Particulars||As on 31.03.2019||As on 31.03.2018|
Rs. in Lakhs
|Sales/Income from operations||1388.72||2194.58|
|Profit Before Tax||90.92||234.19|
|Profit After Tax||48.95||165.26|
Your Company's total income for the year 2018-19 is Rs. 1450.31 lakhs compared to last year's income of Rs. 2454.07 lakhs. The Profit before Tax (after depreciation) during the year under review was Rs.90.92 Lakhs as compared to previous year's figure of Rs. 234.19 Lakhs. Your Company has earned Net Profit of Rs. 48.95 lakhs against the Net Profit of Rs. 165.26 lakhs during the previous year. Your Company expects to achieve better performance during the current year.
To conserve the present resources for better future of the Company your Directors are not recommending any dividend for the financial year ended on 31st March 2019.
The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March 2019.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return as on 31st March 2019 in the prescribed Form No. MGT-9 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules 2014 is attached herewith as 'Annexure - I' and forms part of this Report.
Pursuant to the provisions of the Companies Act 2013 the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees experience & expertise performance of specific duties & obligations attendance contribution at meetings etc. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152 and other applicable provisions if any of the Companies Act 2013 one-third of such number of Directors are liable to retire by rotation every year and if eligible offer themselves for reappointment at every Annual General Meeting. In this context Mr. Ronak Agarwal Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment in accordance with the provisions of the Companies Act 2013.
During the year under review Ms. Dimple Padhiar ceased to hold office as Company and Compliance Officer effective from 09.04.2018 and Ms. Bhavya Bajpai was appointed as Company and Compliance Officer effective from 30.05.2018.
None of the Directors of your Company are disqualified pursuant to the provision of section 164 (2) of the Companies Act 2013. Your Directors have made necessary disclosures as required under various provisions of Companies Act 2013 and SEBI regulations.
CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS/WHOLE - TIME DIRECTORS:
The appointment is made pursuant to an established procedure which includes assessment of managerial skills professional behavior technical skills and other requirements as may be required and shall take into consideration recommendation if any received from any member of the Board.
DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act 2013 read with Rules made thereunder and as per the Listing Regulations 2015.
The Company did not have any Subsidiary Company Associate Company or Joint Venture as on 31st March 2019.
The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act 2013 read with Rules issued thereunder and the Listing Regulations.
MEETINGS OF BOARD:
The Board meets once in every quarter to review the quarterly financial results and other items of the agenda and if necessary additional meetings are held as and when required. The intervening gap between the meetings was within the period prescribed under SEBI (LODR) Regulations 2015 & Companies Act 2013. The agenda is circulated well in advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. During the year under review 6 (Six) Board Meetings were held on 30th May 2018 24th August 2018 31st October 2018 18th January 2019 and 14th February 2019 & 20th March 2019.
The Directors states that applicable Secretarial Standards i.e. SS-1 & SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively have been duly followed by the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3) (c) of Companies Act 2013 with respect to the Directors' Responsibility Statement your directors hereby confirm that:
(a) In preparation of the Annual Accounts the applicable accounting standards have been followed. Necessary explanations are given for material departures if any;
(b) Such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2019 and of the profit of the Company for the year ended on that date;
(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;
(d) The Annual Accounts of the Company have been prepared on a going concern basis.
(e) The Directors have laid down internal financial controls which are adequate and were operating effectively.
(f) The Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. This will ensure legal compliance in all areas of companies operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review the company received in-principle approval of the BSE Limited (main board) vide their letter dated 29th November 2018. Subsequently the company migrated from SME segment of BSE to Main Board of BSE limited effective from 12 th December 2018
Pursuant to Section 139 of the Companies Act 2013 M/s. Nahta Jain & Associates Chartered Accountants (Firm Registration No.: 106801W) were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s Anil S. Shah & Co. Ahmedabad at the Extra Ordinary General Meeting held on 15.04.2019 to conduct audit for the financial year 2018-19. The Board recommends their further appointment for 4 consecutive years i.e.; till the conclusion of 35th Annual General Meeting
There are no observations (including any qualification reservation adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further the notes to accounts referred to in the Auditor's Report are self-explanatory.
In accordance with the provisions of Section 138 of the act and rules made thereunder the Board of Directors of the Company have appointed M/s. A. O. Agarwal & Co. Chartered Accountants (FRN: 119827W) as Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 2018-19.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
The Company has not received any significant or material orders passed by any regulatory authority court or tribunal which shall affect the going concern status of the Company's operations.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has clearly defined organization structure and lines of authority and sufficient control is exercised through quarterly and annual business review by the Management. The Company has adopted a well-defined system to ensure adequacy and efficacy of the Internal Financial Control function.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy technology absorption foreign exchange earnings and outgo required to be disclosed by Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in the `Annexure - II' of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:
Details of loans and investments by the Company to other bodies corporate or persons are given in notes to the financial statements.
Your company has not accepted any Deposits from the public during the year under review.
TRANSFER TO RESERVES:
The Company proposes not to carry any amount to its General Reserves and the entire profit is transferred to Reserves & Surplus as Surplus in Statement of Profit and Loss.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AS PER COMPANIES ACT 2013:
The Company has entered into transactions with related parties as defined under section 2(76) of the Companies Act 2013 read with Companies (Specification of Definitions Details) Rules 2014. All related party transactions that were entered into during the year under the review were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required. The Board has formulated Policy on Related Party Transactions; detailed policy is also available at http://www.sei.edu.in/policies.html
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has a well-defined risk management framework in place. Further it has established procedures to periodically place before the Board the risk assessment and management measures.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) the Management Discussion and Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT:
Your Company is committed to maintain the highest standards of Corporate Governance. We believe that sound Corporate Governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in Corporate Governance as prevalent globally. We have implemented several best Corporate Governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Our Corporate Governance report for financial year 2018-19 forms part of this Annual Report.
SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules made thereunder the Company had appointed M/s. Keyur J. Shah & Associates Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the Secretarial Audit for financial year 2018-19. The Secretarial Audit Report for financial year 2018-19 issued by M/s. Keyur J. Shah & Associates Practicing Company Secretaries has been appended as Annexure-V to this Report. There were no qualifications or adverse remarks in their Report.
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has been appended as 'Annexure - IV' to this Report.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.
PREVENTION OF INSIDER TRADING:
Pursuant to the provisions of the regulations the Board has formulated and implemented a Code of Conduct to regulate monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information. The same is available on the Company's website http://www.sei.edu.in/policies.html
Pursuant to provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower Policy. Through this policy Directors Employees or business associates may report the unethical behavior malpractices wrongful conduct frauds violations of the Company's code etc. to the Chairman of the Audit Committee.
CHANGE IN SHARE CAPITAL:
During the year under review there was no change in the share capital of the Company. Authorized capital of the Company as on 31st March 2019 was Rs. 300000000 (Rupees Thirty Crores Only) and Paid-up Share Capital of the Company as on 31st March 2019 was Rs. 161000000 (Rupees Sixteen Crores Ten Lakhs Only).
1. Buy Back of Securities: The Company has not bought back any of its securities during the year under review.
2. Sweat Equity: The Company has not issued any sweat equity shares during the year under review.
3. Bonus Shares: No bonus shares were issued during the year under review.
4. Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.
All assets of the company including inventories building plant and machineries are adequately insured.
STATEMENT PURSUANT TO LISTING AGREEMENT:
The Company's Equity shares are listed at Bombay Stock Exchange Limited. The Annual Listing Fees for the year 2018-19 has been paid.
Your Directors place on records their appreciations for the contributions made by the employees at all levels for their dedicated services enabling the Company to achieve a satisfactory performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and continued support extended by the Company's Bankers and other business associates.
|Place: Ahmedabad||By Order of the Board|
|Date: 31.07.2019||For Shanti Educational Initiatives Limited|
|Darshan Vayeda||Ronak Agrawal|