DIRECTORS' REPORT TO, THE MEMBERS, EMERGENT GLOBAL EDU AND SERVICES LIMITED 1. INTRODUCTION The Directors have pleasure in presenting their 32nd Annual report on the business and operations of the Company and the accounts for the Financial Year ended March 31st, 2015. 3. CHANGE IN NATURE OF BUSINESS, IF ANY There is no change in the nature of business of the Company during the year. 4. ANNUAL RETURN The extracts of the Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form No. MGT - 9 is enclosed herewith. 5. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR The board of Directors of the Company met six times during the Financial Year 2014-2015. The details of Board Meetings are provided in the Corporate Governance Report. 6. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits that: a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit and loss of the company for that period, c. The directors had 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, d. The directors had prepared the annual accounts on a going concern basis, e. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7. STATUTORY AUDITORS M/s. Rajendra K. Goel & Co. , Chartered Accountants, were appointed as statutory auditors for a period of 3 years in the last Annual General Meeting of the Company. Their continuation with the Company is to be ratified in the ensuring Annual General Meeting of the Company and the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment within the meaning of provisions of Section 141 of the Companies Act, 2013. 8. SECRETARIAL AUDITOR Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit has been carried out by M/s Kumar Wadhwa & Company, Company Secretaries in Practice and the audit report is annexed to the this report . 9. EXPLANATIONS OR COMMENTS BY THE BOARD ON a. Auditor report: There were no qualifications, reservations or adverse remarks made by the Auditors in their report. b. Secretarial Audit Report: There were no qualifications, reservations or adverse remarks made by the Company Secretary in practice in his Secretarial Audit report. 10. DECLARATION OF INDEPENDENT DIRECTORS The Company has received necessary declaration from each Independent Director u/s 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in u/s 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Details of loans, Guarantees, Securities and Investments covered under the Provisions of Section 186 of the Companies Act 2013 are given in the notes to financial statements. 12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES All related party transactions that were entered into during the year were in the ordinary course of business and at an arm's length basis. The particulars of the contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013 is furnished in form AOC 2 attached to this report. 13. DIVIDEND Due to insufficient surplus the directors of the Company express their inability to declare any dividend for the current financial year. 14. RESERVES As the Company has not declared any dividend for the shareholders during the year due to absence of sufficient distributable profits hence it is not required to transfer any amount to the reserves. 15. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT. No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. 16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO As the Company's operations do not involve any manufacturing or processing activities the particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption are not reportable. The foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are: a) Foreign Exchange Earnings and outgo- 1. Foreign exchange earnings in terms of actual inflows was Nil during the year. 2. Foreign exchange outgo in terms of actual outflows was Nil during the year. 17. STATEMENTS CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. 18. 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. 19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The audit committee consists of the following members: a. Mr.Rakesh Chandra Khanduri b. Mr.Tarun Somani c. Ms.Vandana Jain The Company has established a vigil mechanism for directors and employees to report genuine concerns and oversees the vigil mechanism through the audit committee. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the Chairman of the audit committee on reporting issues concerning the interests of the employees and the Company. 20. DIRECTORS Ms. Vandana Jain and Mr. Neeraj Goenka were appointed on the board of the Company as Additional Directors on 26.03.2015 and 31.03.2015 respectively who shall hold the said office till the conclusion of Annual General Meeting and are proposed to be regularized in the coming annual general meeting and for whom special notice has been given in the notice of Annual General Meeting. 21. BOARD EVALUATION Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding the director being evaluated. The evaluation of Board of Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. 23. DEPOSITS In terms of the provisions of Section 73 of the Companies Act 2013 read with Rules the company has no opening and closing balances and also the company has not accepted any deposit during the Financial Year under review and as such no amount of principal and interest outstanding as on March 31st, 2015. 24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL There are no significant and material orders issued against the Company by any regulating authority or court or tribunal affecting the going concern status and Company's operation in future. 25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has established internal control systems which is adequate commensurate with its size and nature of operations so as to ensure smoothness of operations and compliance with applicable legislation. 26. CODE OF CONDUCT The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. The details of which are given under Corporate Governance Report. 27. SHARE CAPITAL The Company has not issued any shares hence there is no change in the share capital of the company during the financial year under review. 28. PARTICULARS OF EMPLOYEES The Company had no employee in receipt of remuneration of more than Rs 60 lacs or Rs 5 lacs per month in respect of whom disclosure is required to be made pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 29. CORPORATE GOVERNANCE REPORT In terms of the circular No.CIR/CFD/Policy Cell/7/2014 dated 15th September 2014 the compliance of provisions of Clause 49 is not mandatory for the time being in respect of our company since the paid up capital is not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore. As a good corporate governance practice the Company has prepared the Corporate Governance Report which forms an integral part of this Report is set out as separate Annexure, together with the Certificate from the Company Secretary in Practice regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. 30. ACKNOWLEDGEMENT The Directors are thankful to the Bankers, Customers, and Agents for their valuable support and assistance. The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review. The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times. By and on behalf of Board of Directors For EMERGENT GLOBAL EDU AND SERVICES LIMITED TARUN SOMANI CHAIRPERSON DIN: 00011233 PLACE: NEW DELHI DATE: 28th May, 2015 |