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Siddharth Education Services Ltd.

BSE: 540736 Sector: Others
NSE: N.A. ISIN Code: INE930X01012
BSE 00:00 | 15 Nov Siddharth Education Services Ltd
NSE 05:30 | 01 Jan Siddharth Education Services Ltd
OPEN 14.75
PREVIOUS CLOSE 14.75
VOLUME 4000
52-Week high 14.75
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 17
Buy Price 18.40
Buy Qty 4000.00
Sell Price 14.75
Sell Qty 4000.00
OPEN 14.75
CLOSE 14.75
VOLUME 4000
52-Week high 14.75
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 17
Buy Price 18.40
Buy Qty 4000.00
Sell Price 14.75
Sell Qty 4000.00

Siddharth Education Services Ltd. (SIDDHARTHEDUCA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 13th Annual Report on the business andoperations of the Company together with the audited financial statements for thefinancial year ended March 31 2018.

Financial Performance

The Company’s financial performance for the year ended March 31 2018 issummarized below:

Amount in Rupees

Particulars Year ended March 31 2018 Year ended March 31 2017
Consolidated Standalone Consolidated Standalone
Total Revenue 126131564 102461661 52299167 49469470
Less:- Total Expenses 82082276 67240735 36821479 34715215
Profit before exceptional and extraordinary items and tax 44049288 35220926 15477688 14754255
Less: Exceptional items NIL NIL NIL NIL
Profit before extraordinary items and tax 44049288 35220926 15477688 14754255
Less:- Extraordinary Items
Share of Minority Interest in Profit 8828363 NIL 723433 NIL
Profit Before Tax 35220926 35220926 14754255 14754255
Less: Tax Expenses
Current Tax 2052944 2052944 4400000 4400000
Deferred Tax 139137 139137 17331 17331
Prior Period Income Tax w/o 3300142 3300142 NIL NIL
Net Profit/Loss After Tax 29728703 29728704 10336924 10336924

Summary of Operations

During the year endedMarch 31 2018the Company’s total revenue isRs. 102461661asagainst Rs. 49469470 inthe previous period.

During the year under review the Net Profit of the Company has increased to Rs. 29728704as against Rs. 10336924 earned in the previous period.

Change in the Nature of Business:

There is no such changes occurred in the nature of business during the financial yearunder review.

Dividend:

In order to conserve the reserves for future your Board of Directors of the Companydoes not propose any dividend for the financial year ended 31st March 2018.

Directors / Key Managerial Personnel:

Pursuant to sections 149 152 and other applicable provisions if any of the CompaniesAct 2013 one-third of such of the Directors are liable to retire by rotation and shallretire every year and if eligible offer themselves for re-appointment at every AGM.Consequently Mrs. Reena Vinay Bhagwat (DIN: 07883432)) Director will retire by rotationat the ensuing AGM and being eligible offer herself for re-appointment in accordancewith the provisions of the Companies Act 2013.

The Board pursuant to section 149 152 and other applicable provisions if any of theCompanies Act 2013) and the Rules made thereunder as amended from time to time readwith Schedule IV to the Act has recommended the appointment of Mr. Ajit K. Sharma (DIN:03223934) and Mr. Sujay Shripad Godse (DIN: 07050882) as Non-Executive IndependentDirector of the Company not subject to retirement by rotation who has submitted adeclaration that they meets the criteria for independence as provided in Section 149(6) ofthe Act and who in the opinion of the Board of Directors of the Company fulfills theconditions specified in the act and is eligible for appointment. The Company has alsoreceived a notice in writing from a member proposing their candidature for the office ofDirector along with a deposit of Rupees One lakh in accordance with the provision of theCompanies Act 2013.

During the year under review Mr. Ramdas Trimbak Rajguroo (DIN -00001424) has resignedfrom the Directorship of the Company w.e.f. September 09 2017. The Board places on recordits appreciation to the resigned directors for their valuable guidance provided duringtheir tenure as Director of the Company.

Declaration By Independent Directors: {SECTION 134 (3)(D)}

The Independent Directors of the Company are not associated with the Company in anymanner as stipulated under section 149(6) of Companies Act 2013 and at same time possessrelevant expertise and experience that are additive to the Board of the Company fordelivering higher growth and higher value.

The brief resume of the Directors being appointed/ reappointed the nature of theirexpertise in specific functional areas names of companies in which they have heldDirectorships Committee Memberships/ Chairmanships their shareholding etc. arefurnished in the explanatory statement to the notice of the ensuing AGM.

The Directors recommend their appointment/re-appointment at the ensuing AGM.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Act the Board hereby confirms that all the Independent Directors of the Company havegiven a declaration and have confirmed that they meet the criteria of independence asprovided in the said Section 149(6).

KeyManagerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 areas follows:

Mrs. Reena Bhagwat* Managing Director
Ms. Radha Sharma* Company Secretary and Compliance Officer
Mr. Pradeep Jha* Chief Financial Officer

*Appointed w.e.f July 31 2018.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

There are no such changes or commitments occurred affecting the financial position ofthe Company between the end of the financial year of the company to which the financialstatements relate and the date of the report.

Board Meetings:

During the financial year 2017-2018 the Board of Directors met Twelve times and thedate of Board Meeting were April 05 2017 May 03 2017 July 01 2017 July 05 2017July 07 2017 July 20 2017August 01 2017 August 02 2017 September 05 2017 October10 2017 December 05 2017 and March 05 2018. The gap between any two meetings has beenless than 120 days.

Details of the Board of Directors and Attendance Record of Directors during thefinancial year ended March 31 2018 is as under:

Name of Directors Board Meeting Held Board Meeting attended
Mr. Vinay Bhagwat 8 8
*Mrs. Reena Vinay Bhagwat 8 4
Mr. Prasad Moreshwar Sahasrabuddhe 8 8
#Mr. Ramdas Trimbak Rajguroo 8 6
$Mr. Ajit Kamal Sharma 8 3

*Mrs. Reena Vinay Bhagwat is appointed as the Managing Director w.e.f. July 31 2017.

#Mr. Ramdas Trimbak Rajguroo has resigned from the Directorship of the Company w.e.f.September 09 2017.

$Mr. Ajit Sharma is appointed as Non-Executive Independent w.e.f. September 9 2017

Share Capital:-

A. Issue of equity shares with differential rights:

During the year company has not issued any equity shares with differential rights.

B. Issue of sweat equity shares:-

During the year company has not issue any Sweat equity shares.

C. Issue of employee stock options:-

During the year company has not issued employee stock options.

D. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:-

During the year company has not made any Provision of money for purchase of its ownshares by employees or by trustees for the benefit of employees.

E. Bonus Shares:-

During the year under review the Company has issued Bonus of 4245750 equity sharesof Rs. 10/- each out of its Free Reserves and Securities Premium Account of the Companyamongst the member of the Company whose name appeared in the Register of Members as on theRecord Date i.e. August 1 2017 in a proportion of 1 (One) Bonus Equity Shares of Rs. 10/-(Rupees Ten only) each for every 1 (One) fully paid up Equity shares of Rs. 10/- (RupeesTen only) each.

F. Rights Issue of Shares:

During the year under review the Company has issued 1039100 (Ten Lakhs Thirty NineThousand and One Hundred) Equity shares of Rs. 10/- each at Rs. 30/- (including a premiumof Rs. 20/- per share).

Extract of the annual return (MGT-9):

An extract of the Annual Return for the year ended March 31 2018 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 will be available at the * website of the Company viz.www.siddharthacademy.in

(*Vide MCA Notification dated May 07 2018 in Section 92 of Companies Act 2013sub-section (3) is substituted namely "Every company shall place a copy of the annualreturn on the website of the company if any and the web-link of such annual return shallbe disclosed in the Board's report". Hence by virtue of this the Extract of theAnnual Return is available on the website of the Company.)

Corporate Social Responsibility (CSR):

In terms of section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.

Auditors:

In accordance with the provisions of Section 139(1) of the Companies Act 2013 themembers had at the 12th Annual General Meeting held on July 31 2017 appointed M/s. DoshiMaru & Associates Chartered Accountants the Statutory Auditors of the Company (FirmRegistration No. 0112187W) for five consecutive financial years i.e. from the conclusionof the 12th Annual General Meeting till the conclusion of the 16th Annual General Meetingsubject to ratification of re-appointment by the members at every Annual General Meeting.

You are requested to ratify the re-appointment of Auditors and to authorize the Boardto fix their remuneration. The auditors M/s. Doshi Maru & Associates CharteredAccountants (Firm Registration No. 0112187W) are eligible for re-appointment. Acertificate from the auditors has been received to the effect that their re-appointmentif made would be within the prescribed limits. The Auditor’s Report for theFinancial Year ended on 2017-18 does not contain any qualification reservations adverseremark or disclaimer. Further the notes to accounts referred to in the Auditor`s Reportare self-explanatory.*

(*Vide MCA Notification dated May 07 2018 provision for ratification of Auditor atevery Annual General Meeting of the company is omitted in Sec. 139 (1) of the CompaniesAct 2013)

Qualifications in Audit Reports:

There are no adverse remarks or any disclaimer remark against the Company by thestatutory auditor in his report is self explanatory and does not any comment from theBoard of Directors.

Conservation of energy technology absorption adaptation and innovation:

As the Company is not carrying out any manufacturing activity or any operations theparticulars prescribed under the provisions of Section 134(3)(m) of the Companies Act2013 read with rules made there under is not Applicable.

However the Company is making continuous efforts to keep the employees informed of allemerging technologies and developments which are relevant to Business of the Company.

Particulars Current year Previous Year
Foreign Exchange earnings Nil Nil
Foreign Exchange Out go Nil Nl

Deposits:

Your Company has not accepted any deposits from the public in terms Chapter V Section73 of the Companies Act 2013 during the year under review.

Listing of the Company on BSE-SME Platform:

Your Directors wish to inform you that pursuant to chapter XB of SEBI (Issue of Capitaland Disclosure Requirements) Regulations 2009. The Company has issued its specifiedsecurities to public shareholders by the way of an IPO further the Company has receivedthe Listing and Trading Permission from BSE Limited for getting its shares listed onBSE-SME platform.

Directors’ Responsibility Statement:

As per Section 134 (3) (c) of the Companies Act 2013 the Board of Directors makes thefollowing statement:

(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 forthe profit for that year.

(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.

Significant & material orders passed by the regulators:

The Company has not received any significant/material orders from the statutoryregulatory bodies/courts/tribunals which affect the operations/status of the Company.

Details of adequacy of internal financial controls:

The Company is well equipped with adequate internal financial controls. The Company hasa continuous monitoring mechanism which enables the organisation to maintain with the samestandard of the control systems and helps them in managing any default on timely basisbecause of strong reporting mechanisms followed by the company. The Board of Directorshave appointed M/s. Kunder D’mello & Associates as its internal auditor formaintaining the adequate internal financial controls.

Particulars of loans guarantees or investments:

During the financial year under review the Company has not given any Loan guaranteesand make any Investment covered under the provision of Section 186 of the Companies Act2013.

Committees of the Board

Pursuant to requirement of Companies Act 2013 along with rules made thereunder andSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 Company hasalready formed following committees:

*Audit Committee

* Stakeholders Relationship Committee

*Nomination and Remuneration Committee

Secretarial Audit Report

In terms of Section 204(1) of the Companies Act 2013 and the rules made thereunderM/s. Sawant & Associates was appointed as the Secretarial Auditor to undertake theSecretarial Audit of the Company for the F.Y. 2017-18. The report of the Secretarial Auditin Form No. MR -3 is annexed to and forms part of this Report as per Annexure – A.

There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in the Report.

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has One Subsidiary Partnership Firm Namely M/s. Bageshree Firms. TheStatement containing salient features of the financial statement of subsidiaries/associatecompanies/joint ventures is attached as per

Annexure – B.

Related Party Transactions:

All the transactions with related parties are in the ordinary course of business and onarm’s length basis. The details of the transactions entered into between the Companyand the related parties are given in AOC-2 as Annexure- C to this report.

Corporate Governance

Your Company complies with the various provisions of the Listing Agreement diligently.However since the paid up capital of the Company is much beyond less than the limitsprescribed under Regulation 15 of the SEBI Listing Regulations 2015 the provisions ofRegulation 27 of the SEBI Listing Regulations 2015 and other Regulations related toCorporate Governance are not applicable to the Company. Corporate Governance Reportforming part of annual Report is attach as per Annexure – D.

Constitution of Internal Complaints Committee on Sexual Harassment

Your Directors wish to bring to your kind attention that your company has complied withprovisions of constitution of Internal Complaints Committee under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and redressal) Act 2013.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation and acknowledge withgratitude the support and consideration extended by the Bankers Shareholders andemployees and look forward for their continued support and cooperation.

For and on behalf of the Board
Siddharth Education Services Limited
Sd/- Sd/-
Mrs. Reena Bhagwat Mr. Vinay Shantaram
Managing Director Director
DIN: 07883432 DIN:- 00026243
Date: September 06 2018
Place: Thane

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