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Sylph Education Solutions Ltd.

BSE: 539682 Sector: Others
NSE: N.A. ISIN Code: INE622Q01019
BSE 00:00 | 31 Mar Sylph Education Solutions Ltd
NSE 05:30 | 01 Jan Sylph Education Solutions Ltd
OPEN 11.25
PREVIOUS CLOSE 11.25
VOLUME 10000
52-Week high 14.55
52-Week low 11.25
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.25
CLOSE 11.25
VOLUME 10000
52-Week high 14.55
52-Week low 11.25
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sylph Education Solutions Ltd. (SYLPHEDUCATION) - Director Report

Company director report

Dear Shareholders

Your Directors here by present the 10thAnnual Report together with theAudited statements of Accounts for the financial year ended on 31st March 2020.

OPERATIONS REVIEW:

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue from Operations 0 715875
Other Income 10850 687250
Total Revenue 10850 1403125
Total Expanses 191630 1341155
Profit Before Tax (180780) 61970
Extraordinary item- Loss on sale of fixed assets 1819098 0
Tax -- 31686
Profit after Tax (1999878) 93656

DIVIDEND:

Considering the loss incurred in the current financial year and accumulated lossesyour Directors have not recommended any dividend for the financial year under review.

TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves for the period under review.

SHARE CAPITAL:

The issued subscribed and paid up capital of the Company is Rs. 150000000/- dividedinto 15000000 equity shares of Rs 10/- each. There has been no change in the share capitalof the Company during the year.

SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:

The Company does not have any subsidiary associate companies & joint ventures.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors' Report.

DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT 2013:

No disclosure is required under section 67 (3) (c) of the Companies Act 2013 read withRule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 in respect ofvoting rights not exercised directly by the employees of the Company as the provisions ofthe said section are not applicable.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANY'S OPERATIONS:

To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or company's operations in future.

HUMAN RESOURCES:

The Company believes that human capital is its biggest asset and immensely values itshuman resources. The Company acknowledges that employee participation and involvement isthe key to sustained growth and hence encourages various measures to promote the same. TheCompany is of the opinion that motivated employees are very crucial to the growth of theorganization and hence puts in a lot of emphasis on promoting employee engagement at alllevels.

RISK MANAGEMENT:

The Company has developed and implemented a Risk Management Policy. The policyidentifies the threat of such events as "Risks" which if occurred willadversely affect value to shareholders ability of Company to achieve objectives abilityto implement business strategies the manner in which the Company operates and reputation.Such risks are categorized into Strategic Risks Operating Risks and Regulatory Risks.

The framework defines the process for identification of risks its assessmentmitigation measures monitoring and reporting. While the Company through its employeesand Executive Management continuously assess the identified Risks the Audit Committeereviews the identified Risks and its mitigation measures annually.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has an Internal Audit department with adequateexperience and expertise in internal controls operating system and procedures. The systemis supported by documented policies guidelines and procedures to monitor business andoperational performance which are aimed at ensuring business integrity and promotingoperational efficiency.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors consists of 3 members out of which 2 are Independent Directorsincluding one women Independent Director and 1 Whole-time Director.

As per the provisions of Section 152(6) of the Companies Act 2013 and the company'sArticles of Association Mr. PARESHBHAI SENGAL(DIN: 08444758) shall retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forreappointment as the Director of the Company.

Ms. CHANDNI SOLANKI was appointed as an additional director of the company with effectfrom 01.03.2020 and hereby appointed an Independent Director of the Company to hold officefor five consecutive years up to the conclusion of the Annual General Meeting to be heldin the calendar year 2025.

Mr. RAJESH JAIN Mr. RASHMIN BABARIYA Ms. CHAMPABEN GARALA and Mr. DINESH KUMAR JANGIDwere resigned as on 16.09.2019 30.11.2019 01.03.2020 and 16.09.2019respectively. FurtherMs. SONI PANDYA was appointed as Company Secretary as on 30.11.2019.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the Financial Year2019-20 forms part of the Corporate Governance Report.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

BOARD EVALUATION:

Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration.

REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:

No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.

FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying it in their appointment letter along withnecessary documents reports and internal policies to enable them to familiarize with theCompany'sprocedures and practices. The Company has through presentations at regularintervals familiarized and updated the Independent Directors with the strategyoperations and functions of the Company and Engineering Industry as a whole.

AUDITORS AND AUDITORS' REPORT:

M/s. Bipin & Co. Chartered Accountants Vadodara (FRN 101509W) be appointed asstatutory auditors of the Company in place of retiring auditors M/s Aniket Goyal &Associates (Firm Registration No. 022331C) to hold office from the conclusion this AGMuntil the conclusion of the next AGM to be held in the year of 2021 at such remunerationand out of pocket expenses as may be decided by the Board of Directors of the Company.

The observations made by the Auditors' in their Auditors' Report and the Notes onAccounts referred to in the Auditors' Report are self-explanatory and do not call for anyfurther comments.

SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:

Pursuant to 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 Geeta Servani& Associates Practicing Company Secretary in practice toundertake the Secretarial Audit of the Company. The Secretarial Audit report in theprescribed Form No MR-3 is annexed herewith.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr. No. Qualifications made by Secretarial Auditor Explanations by the Board
a) Updating of website with regard to various policies is pending. The company will take necessary steps to update website with regard to various policies which are pending.
b) The company has not complied with certain regulation of SEBI (LODR) Regulations 2015 as regards publication of Notice of Board Meeting Notice of AGM quarterly results. The company will take necessary steps to comply with the same.
c) As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 (‘the Act') and rule 12(1) of the Companies (Management and Administration)Rules 2014 in the prescribed Form No. MGT 9 forming part of this report is annexedherewith.

REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Company has taken adequate steps to ensure thatall mandatory provisions of Corporate Governance as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are complied with a separatesection titled Report on Corporate Governance together with a Certificate from thePracticing Company Secretary forms part of this Report. A detailed Management Discussion& Analysis forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013: The Company has zero tolerance for sexual harassment atworkplace and has adopted a policy against sexual harassment in line with the provisionsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the rules framed thereunder.The Company has not received any sexual harassmentrelated complaints during the year 2019-20.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities. The foreign exchange earning on account ofthe operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that: a) In the preparation of theannual accounts the applicable accounting standards have been followed along with properexplanation by way of notes to accounts relating to material departures; b) the Directorshave selected such accounting policies and applied them consistently and made judgmentsand estimates that were reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit or lossof the Company for that period; c) the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; e) Directors have prepared the accounts on a"going concern basis". f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:

Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Board's Report the ratio of the remuneration of each director to the permanentemployee's remuneration. However since there is no permanent employee in the Company nodisclosure under the said provision has been furnished.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.

For and on Behalf of the Board
For SYLPH EDUCATION SOLUTIONS LIMITED
Sd/-
Pareshbhai Sengal
Chairman
Date: 29.06.2020 DIN: 08444758
Place: Ahmedabad

 

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