DIRECTORS' REPORT To, The Members, Your Directors have pleasure in presenting their 5th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015. OPERATIONAL REVIEW: The Company is engaged in business of Skill Development & Education , Vocational Training, organizing and managing public examination programs; award certificates, diplomas, sale of products developed /created by students after completion of their Skill Development Programme. During the year Gross revenues increased to Rs. 4,576,599, against Rs. 2,780,505 in the previous financial year and Profit increased to Rs. 1,028,142 against Rs. 39,767 in the previous financial year because of increasing in other income as compared to previous years. TRANSFER TO RESERVES No amount has been transferred to Reserve. DIVIDEND: The Directors of the Company are not recommending any dividend for preservation of profit for future expansion. FIXED DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. DIRECTORS AND KEY MANAGERIAL PERSONNEL Smt. Jayshri Jain (Din-01824937), Director of the company shall be liable to retire by rotation and shall retire in the forthcoming AGM and being eligible, offer herself for re appointment. The Directors recommends Smt. Jayshri Jain for re-appointment as director of the company. The Board of Directors of the company have recommended Mr. Devendra M Chelawat (Din- 06894710) as independent directors under section 149 of the Companies Act, 2013 in the ensuing A.G.M. to hold office for 5 (Five) consecutive years i.e. for a term. The Board of Directors of the Company in their board meeting held on 29/05/2015 have appointed Ms. Rani Rai as Company Secretary of the Company. The Board of Directors of the Company in their board meeting held on 03/06/2015 have appointed Mr. Dinesh Kumar Jangid as Manager of the Company. The appointment of Mr. Dinesh Kumar Jangid as Manager is subject to the approval of members of the Company. Board of Directors of the Company have recommended the appointment of Mr. Dinesh Kumar Jangid as Manager of the Company for approval of members in the ensuing Annual General Meeting. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declarations from Independent director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013. MEETINGS OF BOARD During the year Eleven Board Meetings were convened and held. Board Meetings held on following dates- 05/04/2014, 28/04/2014, 15/05/2014, 26/05/2014, 03/06/2014, 16/06/2014, 21/06/2014, 13/09/2014, 24/09/2014, 27/12/2014, 23/02/2015 and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The particulars of Loans, guarantees or investments covered under Section 186 of company act, 2013 form part of notes to the financial statements provided in this annual report. INTERNAL FINANCIAL CONTROLS: The directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES: The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. CONSERVATION OF ENERGY: Company ensures that the operations of the company are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved. No specific investment has been made in reduction in energy consumption equipments. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately. No steps have been taken for by the company for utilizing alternate sources of energy. TECHNOLOGY ABSORPTION: Company's operations are conducted by using in-house know how and no outside technology is being used for operating activities. Therefore no outside technology absorption in the company. The Company has not incurred expenditure on research and development activities during the year. FOREIGN EXCHANGE EARNINGS AND OUT-GO : During the period under review there was no foreign exchange earnings or out flow. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES There is no such company which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year. SECRETARIAL AUDIT: The requirements under section 204 (1) of the Companies Act, 2013 and and Rules made there under with regard to the Secretarial Audit Report is not Applicable on the Company. AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT: The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The requirements under section 204 (1) of the Companies Act, 2013 and and Rules made there under with regard to the Secretarial Audit Report is not Applicable on the Company. AUDITOR: At the Annual General Meeting held on 30th May, 2014, M/s M.S. Dahiya & Co., chartered accountant were appointed as statutory auditor of the company to hold the office till conclusion of 6th consecutive Annual general meeting. As per provision of section 139 of company act, 2013 the appointment of M/s M.S. Dahiya & Co., chartered accountant, as statutory auditor of the company is placed for ratification by shareholders at the ensuing annual general meeting . RELATED PARTY TRANSACTIONS DISCLOSURE The disclosure required under sub section (1) of section 188 are mentioned in Form AOC-2 which is annexed herewith as “ Annexure A”. STATE OF COMPANY’S AFFAIRES The Company is engaged in business of Skill Development & Education , Vocational Training, organizing and managing public examination programs; award certificates, diplomas, sale of products developed /created by students after completion of their Skill Development Programme. During the year Company has generated revenue from software sale, skill development fees service provided to school and interest income. BUSINESS RISK MANAGEMENT: The Management has implemented business risk management policy. At present the company has not identified any element of risk which may threaten the existence of the company. The Company has Risk Management Policy to report genuine concerns or grievances of directors and employees and to deal with instance of fraud and mismanagement, if any. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND DATE OF THE REPORT The Board of directors of the company has desired to bring an bonus issue up to the amount of Rs. 10 Crores to the existing shareholders of the Company as on the record date which is subject to the approval of members of the Company. The Board of Directors of the Company has also desired to bring initial public offer of securities which is also subject to the approval of members of the company. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “ Annexure B ”. ACKNOWLEDGEMENTS: Your Company and its Directors wish to extend their sincerest thanks to all with whose help, cooperation and hard work the Company is able to achieve the results. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS SYLPH EDUCATION SOLUTIONS LIMITED Jayshri Jain Din-01824937(Director) Rajesh Jain Din-01704145 (Director) Place: Indore Date : 03/06/2015 |