SHANTI EDUCATIONAL INITIATIVES LIMITED. AHMEDABAD
Your Directors take pleasure in presenting their report on the business and operationsof your Company for the year ended on 31st March 2018.
| || ||in Lakhs |
|Particulars ||As on 31.03.2018 ||As on 31.03.2017 |
|Sales/Income from operations ||2221.22 ||961.22 |
|Other Income ||259.49 ||218.53 |
|Total Income ||2480.71 ||1179.76 |
|Total Expense ||2220.22 ||810.49 |
|Depreciation ||34.35 ||29.90 |
|Profit Before Tax ||226.13 ||339.35 |
|Tax ||68.26 ||136.52 |
|Profit After Tax ||157.87 ||202.82 |
Your Company's total income for the year 2017-18 is Rs. 2480.17 lakhs compared to lastyear's income of Rs. 1179.76 lakhs. The Profit before Tax (after depreciation) during theyear under review was Rs.226.13 Lakhs as compared to previous year's figure of Rs. 339.35Lakhs. Your Company has earned Net Profit of Rs. 157.87 lakhs against the NetProfit of Rs. 202.82 during the previous year. Your Company expects to achieve betterperformance during the current year.
To conserve the present resources for better future of the Company your Directors arenot recommending any dividend for the financial year ended on 31st March 2018.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2018.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return as on 31st March 2018 in the prescribed Form No. MGT-9pursuant 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.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to Section 152 and other applicable provisions if any of the Companies Act2013 one-third of such number of Directors are liable to retire by rotation every yearand if eligible offer themselves for reappointment at every Annual General Meeting. Inthis context Mr. Darshan Vayeda the Director is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer himself for reappointment inaccordance with the provisions of the Companies Act 2013.
During the year under review Mr. Jaiprakash Chiripal Director of the Company hadresigned from the Company w.e.f. 07.10.2017. The Board of Directors of the Company hastaken note of his resignation in their meeting held on 07.10.2017 and also appreciated thecontributions of Mr. Jaiprakash Chiripal as Director for the significant contributions hemade in the governance of the Company.
During the year under review Mr. Ronak Agrawal was appointed as "AdditionalDirector" of the Company w.e.f. 07.10.2017.
The necessary resolutions for their appointment / reappointment are also being placedbefore the members for their consideration at the forthcoming Annual General Meeting. Thebrief resume of the Directors being appointed / reappointed the nature of their expertisein specific functional areas names of companies in which they have held DirectorshipsCommittee Memberships / Chairmanships their shareholding etc. are furnished in theAnnexure to the Notice of the ensuing Annual General Meeting.
CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE - TIME DIRECTORS:
The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE:
The Company did not have any Subsidiary Company Associate Company or Joint Venture ason 31st March 2018.
The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with Rules issued thereunderand the Listing Regulations.
MEETINGS OF BOARD:
The Board meets once in every quarter to review the quarterly financial results andother items of the agenda and if necessary additional meetings are held as and whenrequired. The intervening gap between the meetings was within the period prescribed underSEBI (LODR) Regulations 2015 & Companies Act 2013. The agenda is circulated well inadvance to the Board members. The items in the agenda are backed by comprehensivebackground information to enable the Board to take appropriate decisions. During the yearunder review 6 (Six) Board Meetings were held on 20th April 2017 30th May 2017 24thAugust 2017 07th October 2017 13th November 2017 and 12th March 2018.
The Directors states that applicable Secretarial Standards i.e. SS-1 & SS-2relating to Meetings of the Board of Directors' and General Meetings'respectively have been duly followed by the Company.
The Board has following three Committees:
- Audit Committee;
- Nomination & Remuneration Committee;
- Stakeholders' Relationship Committee;
(A) AUDIT COMMITTEE
Audit Committee Composition:
The composition and terms of reference of the Audit Committee is in compliance withSection 177 of the Companies Act 2013 and with Regulation 18 of the Listing Regulations2015. The Audit Committee of the Company comprises of 3 members out of which 2 members areNon-Executive-Independent Directors. Mr. Chitranjan Singh an Independent Director actsas Chairman of the Committee. The Committee members have requisite knowledge in the fieldsof Finance Accounts and Company Law. The Audit Committee met 4 times during the year. Therepresentatives of Internal and Statutory Auditors are invitees to Audit Committeemeetings and the Company Secretary acts as the Secretary of the Audit Committee.
Constitution of the Audit Committee is as under
|Sr. No. ||Name of the Member ||Designation |
|1. ||Mr. Chitranjan Singh ||Chairman Independent Non-Executive |
|2. ||Mrs. Suruchi Saraf ||Member Independent Non-Executive |
|3. ||Mr. Darshan Vayeda ||Member Whole-time Director Executive |
The scope of activities of Audit Committee broadly include to review reports ofthe Internal Auditors and to discuss the same with them periodically to meet StatutoryAuditors to discuss their findings / suggestions to review weaknesses in internalcontrols reported by Internal and Statutory Auditors to review financial reportingsystems and internal control systems to review quarterly / half yearly / annual financialresults and other matters.
Terms of Reference of the Audit Committee inter alia include thefollowing
The recommendation for appointment remuneration and terms of appointment of auditorsof the company;
(1) oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;
(2) recommendation for appointment remuneration and terms of appointment of auditorsof the listed entity;
(3) approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
(4) reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:
(a) matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;
(b) changes if any in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment bymanagement;
(d) significant adjustments made in the financial statements arising out of auditfindings;
(e) compliance with listing and other legal requirements relating to financialstatements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
(5) reviewing with the management the quarterly financial statements beforesubmission to the board for approval;
(6) reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;
(7) reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;
(8) approval or any subsequent modification of transactions of the listed entity withrelated parties;
(9) scrutiny of inter-corporate loans and investments;
(10 valuation of undertakings or assets of the listed entity wherever it is necessary;
(11)evaluation of internal financial controls and risk management systems;
(12)reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;
(13)reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;
(14) discussion with internal auditors of any significant findings and follow up thereon;
(15) reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;
(16) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post- audit discussion to ascertain any area of concern;
(17) to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;
(18) to review the functioning of the whistle blower mechanism;
(19) approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;
(20) Carrying out any other function as is mentioned in the terms of reference of theaudit committee.
(B) NOMINATION AND REMUNERATION COMMITTEE
Nomination and Remuneration Committee Composition: The composition andterms of reference of the Committee is in compliance with the Section 178 of the CompaniesAct 2013 and with Regulation 19 of the Listing Regulations 2015. The Committee consistsof 3 Directors all of whom are Non-Executive Independent Directors. The Chairman of theCommittee is an Independent Director.
Constitution of the Nomination and Remuneration Committee is as under:
|Sr. No. ||Name of the Member ||Designation |
|1. ||Mrs. Suruchi Saraf ||Chairman/ Independent Non-Executive |
|2. ||Mr. Chitranjan Singh ||Member/Independent Non-Executive |
|3. ||Mr. Ronak Agrawal ||Member/Independent Non-Executive |
Terms of Reference
Terms of reference of the Committee includes considering the matters relating to theCompany's policies on remuneration payable and determining the package to the ManagingDirector and Executive Director commission to be paid to the Directors and other mattersspecified in Section 178 of the Companies Act 2013 and Regulation 19 of the ListingRegulations 2015.
NOMINATION & REMUNERATION POLICY
The Company has adopted this policy on appointment and remuneration of directors KeyManagerial personnel and senior management as required by the Section 178 of theCompanies Act 2013. The purpose of this policy is to establish the process for:
(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
(2) formulation of criteria for evaluation of performance of independent directors andthe board of directors;
(3) devising a policy on diversity of board of directors;
(4) identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.
(5) whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.
Remuneration Policy for Executive Non-Executive and Independent Directors are asfollows:
a. Executive Directors:
The remuneration payable to executive directors shall be paid in consultation with theNomination & Remuneration Committee who decides the remuneration structure forExecutive Directors by considering the financial position of the Company qualificationexperience of the directors trend in the industry past performance past remunerationand limits prescribed for remuneration of Executive Directors i.e 10 % of net profit ofthe Company calculated in the manner prescribed under the Companies Act and subject tonecessary approvals thereunder. The Nomination & Remuneration Committee ensures thatremuneration if any payable to executive directors does not exceeds the prescribed limits.
b. Non-Executive and Independent Directors:
The Non-Executive and Independent Directors of the Company may be paid remunerationperiodically or may be paid commission within the overall limit of 1% of the Net Profit ofthe Company calculated in the manner prescribed under the Companies Act and subject tonecessary approvals thereunder. In addition to commission if any Non-Executive Directorsare paid sitting fees and actual reimbursement of expenses incurred for attending eachmeeting of the Board and Committees. The Nomination & Remuneration Committee ensuresthat if any such commission payable should not exceed the prescribed limits under theCompanies Act.
Details of Remuneration paid to the Directors during the Financial Year 2017-18 is asfollows:
|Sr. No. ||Name of Directors ||Salaries and Perquisites (Rs) ||Sitting Fees (Rs) ||Commission (Rs) ||No. of Shares held |
|1. ||Mr. Jaiprakash Chiripal* ||- ||- ||- ||700000 |
|2. ||Mrs. Vineeta Chiripal* ||55.51 ||- ||- ||480000 |
|3. ||Mr. Ronak Agrawal* ||- ||- ||- ||1000000 |
|4. ||Mr. Chitranjan Singh ||- ||0.12 ||- ||- |
|5. ||Mrs. Suruchi Saraf ||- ||0.18 ||- ||- |
*Mr. Jaiprakash Chiripal Non-Executive Director resigned w.e.f. 07.10.2017. *Mr. RonakAgrawal Non-Executive Director was appointed w.e.f. 07.10.2017.
*Mrs. Vineeta Chiripal Managing Director resigned on 20.04.2017 and was appointed asCEO w.e.f. 01.06.2017.
(C) STAKEHOLDERS' RELATIONSHIP COMMITTEE
The composition and terms of reference of the Committee is in compliance with theSection 178 of the Companies Act 2013 and with Regulation 20 of the Listing Regulations2015. The Committee consists of 3 Directors out of which 2 are Non-Executive IndependentDirectors. The Chairman of the Committee is an Independent Director. During the year underreview the Committee met 4 (Four) times. The Stakeholders Relationship Committeeinter-alia deals with all matters relating to Stakeholders/Investors Grievance and itsredressal and others as specified in the Listing Regulations 2015. During the year ended31st March 2018 no Shareholders' Complaints were received by the Company. For effectiveand efficient grievance management the Company has dedicated email id: firstname.lastname@example.org toresolve the grievances of the investors.
Constitution of the Stakeholders' Relationship Committee is as under:
|Sr. No. ||Name of the Member ||Designation |
|1. ||Mr. Chitranjan Singh ||Chairman/ Independent Non-Executive |
|2. ||Mrs. Suruchi Saraf ||Member/Independent Non-Executive |
|3. ||Mr. Darshan Vayeda ||Whole-time Director -Executive |
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on 12th March 2018 without the attendance ofNon-Independent Directors and Members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman of the Company taking in to account the views of ExecutiveDirectors and Non-Executive Directors assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
1. DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received declaration from the Independent Directors confirming thatthey meet the criteria of independence as prescribed under the Section 149(6) of CompaniesAct 2013 read with Rules made thereunder and as per the Listing Regulations 2015.
2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS
An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales marketing and technical operations or any other discipline related to the Company'sbusiness. The Company did not have any pecuniary relationship or transactions withNon-Executive Directors during the year ended 31st March 2018 except for payment ofsitting fees.
3. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Nomination and RemunerationCommittee has laid down the criteria for evaluation of the performance of individualDirectors and the Board as a whole. Based on the criteria the exercise of evaluation wascarried out through a structured process covering various aspects of the Board functioningsuch as composition of the Board and committees experience & expertise performanceof specific duties & obligations attendance contribution at meetings etc. Theperformance evaluation of the Chairman and the Non Independent Directors was carried outby the Independent Director. The performance of the Independent Directors was carried outby the entire Board (excluding the Director being evaluated). The Directors expressedtheir satisfaction with the evaluation process.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of Companies Act 2013 with respect to theDirectors'
Responsibility Statement your directors hereby confirm that:
(a) In preparation of the Annual Accounts the applicable accounting standards havebeen followed. Necessary explanations are given for material departures if any;
(b) Such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31st March 2018 and of the profit of the Companyfor the year ended on that date;
(c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets 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 andwere operating effectively.
(f) The Directors has devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively. Thiswill ensure legal compliance in all areas of companies operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
Pursuant to Section 139 of the Companies Act 2013 M/s. Anil S. Shah & CoChartered Accountants were appointed as the Statutory Auditors of the Company at the 28thAnnual General Meeting for 5 (five) consecutive years till the conclusion of 32nd AnnualGeneral Meeting
There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor`s Report areself-explanatory.
In accordance with the provisions of Section 138 of the act and rules made thereunderthe 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 ofthe Company for the F.Y. 2017-18.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall affect the going concern status of theCompany's operations.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has clearly defined organization structure and lines of authority andsufficient control is exercised through quarterly and annual business review by theManagement. The Company has adopted a well-defined system to ensure adequacy and efficacyof the Internal Financial Control function.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are providedin the Annexure III' of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
Details of loans and investments by the Company to other bodies corporate or personsare given in notes to the financial statements.
Your company has not accepted any Deposits from the public during the year underreview.
TRANSFER TO RESERVES:
The Company proposes not to carry any amount to its General Reserves and the entireprofit is transferred to Reserves & Surplus as Surplus in Statement of Profit andLoss.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AS PER COMPANIES ACT 2013:
The Company has entered into transactions with related parties as defined under section2(76) of the Companies Act 2013 read with Companies (Specification of DefinitionsDetails) Rules 2014. All related party transactions that were entered into during theyear under the review were on an arm's length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany which may have a potential conflict with the interest of the Company at large andthus disclosure in Form AOC-2 is not required. The Board has formulated Policy on RelatedParty Transactions detailed policy is also available at www.sei.edu.in
DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has a well-defined risk management framework in place. Further it hasestablished procedure0s to periodically place before the Board the risk assessment andmanagement measures.
MANAGEMENT DISCUSSION AND ANALYSIS:
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report of the Company for theyear under review is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT:
As per Regulation 15(2) of the Listing Regulation the compliance with the CorporateGovernance provisions shall not apply in respect of the following class of companies:
a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year;
b. Listed Entity which has listed its specified securities on the SME Exchange.
Since our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it also does notform part of the Annual Report for the Financial Year 2017-18.
SECRETARIAL AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s. Geeta Serwani & Associates PracticingCompany Secretaries as Secretarial Auditor of the Company to undertake the SecretarialAudit for the financial year 2017-18. The Secretarial Audit Report for financial year2017-18 issued by M/s. Geeta Serwani & Associates Practicing Company Secretaries hasbeen appended as Annexure II to this Report. There were no qualifications or adverseremarks in their Report.
PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration 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 SOCIALRESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The summary of sexual harassment complaints received and disposed off during thefinancial year 2017
2018 is as under:
- Number of Complaints Received: Nil
- Number of Complaints Disposed off: Nil
PREVENTION OF INSIDER TRADING:
Pursuant to the provisions of the regulations the Board has formulated and implementeda Code of Conduct to regulate monitor and report trading by its employees and otherconnected persons and Code of Practices and Procedures for fair disclosure of UnpublishedPrice Sensitive Information. The same is available on the Company's website www.sei.edu.in
Pursuant to provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 ofthe Companies (Meeting of Board and its Powers) Rules 2014 the Board of Directors hadapproved the Policy on Vigil Mechanism/Whistle Blower Policy. Through this policyDirectors Employees or business associates may report the unethical behaviormalpractices wrongful conduct frauds violations of the Company's code etc. to theChairman 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 2018 was Rs. 300000000 (RupeesThirty Crores Only) and Paid-up Share Capital of the Company as on 31st March 2018 wasRs. 161000000 (Rupees Sixteen Crores Ten Lakhs Only).
1. Buy Back of Securities: The Company has not bought back any of its securitiesduring the year under review.
2. Sweat Equity: The Company has not issued any sweat equity shares during theyear 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 OptionScheme to the employees.
All assets of the company including inventories building plant and machineries areadequately insured.
STATEMENT PURSUANT TO LISTING AGREEMENT:
The Company's Equity shares are listed at Bombay Stock Exchange Limited (SME Segment).The Annual Listing Fees for the year 2017-18 has been paid.
Your Directors place on records their appreciations for the contributions made by theemployees at all levels for their dedicated services enabling the Company to achieve asatisfactory performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operationand continued support extended by the Company's Bankers and other business associates.
|Place: Ahmedabad || ||By Order of the Board |
|Date: 24th August 2018 ||For Shanti Educational Initiatives Limited || |
| ||Sd/- ||Sd/- |
| ||Darshan Vayeda ||Ronak Agrawal |
| ||Whole-Time Director ||Director |
| ||DIN : 07788073 ||DIN : 05002292 |