Birla Shloka Edutech Ltd Directors Report

1. TO THE MEMBERS,

Your Directors have pleasure in presenting their 24th Annual Report on business and operation of Birla Shloka Edutech Limited along with Audited Financial Statements for the financial year ended 31st March, 2016.

2. FINANCIAL RESULTS:

	Rupees in Lakhs
	Standalone
Particulars	2015-2016	2014-2015
Total Income	506.75	764.56
Total Expenditure	383.45	440.69
Interest & Financial Charges	12.16	92.03
Profit before Depreciation and Tax	111.14	231.84
Less: Depreciation	330.19	597.64
Profit/Loss before taxation	(219.05)	(365.80)
Provision for Taxation – Earlier years /Deferred Tax	-	23.09
Profit/(Loss) after taxation	(219.05)	(388.89)
Earnings Per Share Rupees	(1.05)	(1.86)

3. OPERATIONS:

The Net Sales for the year ended 31st March, 2016 stood at Rs.7.68 lacs as compared to Rs.642.83 lacs for the year ended 31st March, 2015. The Net loss after tax for the year ended 31st March, 2016 stood at Rs. 219.05 lacs as compared to net loss after tax Rs. 388.89 lacs for the year ended 31st March, 2015. The Consolidated Net Sales for the year ended 31st March, 2016 stood at Rs.74.49 lacs as compared to Rs. 900.74 lacs for the year ended 31st March, 2015. The consolidated loss after Tax for the year ended 31st March, 2016 stood at Rs. 195.94 lacs as compared to net loss after tax Rs. 696.75 lacs for the year ended 31st March, 2015

4. DIVIDEND:

In view of the current year loss and carried forward losses the Directors regret their inability to recommend any dividend to the Equity Shareholders of the Company for the year under review.

5. FIXED DEPOSITS:

The Company held Rs.8.8499 Crores as public Deposits as of March 31, 2016 out of Which Deposits aggregating to Rs. 3.5026 Crores have matured but remains unclaimed as on that date. According to the provisions of section 73 of the Companies Act 2013, the company can accept deposits only from its member and not from Public. Further section 74 of the said Act, provides that all deposit accepted and outstanding as on 31st March 2014, under the erstwhile Companies Act, 1956 were required to be repaid latest by 31st March 2015,or such further time as allowed by the Honble Company Law Board (CLB) on application made to it, irrespective of the date/s of maturity. In compliance of the above provisions, the company is not accepting deposits from the public and from the members. The company has also submitted an application to Honble Company Law Board to allow it to retain the deposit accepted under the erstwhile Companies Act, 1956, till their maturity. Honble Company Law Board vide its order dated 22nd January, 2016 has granted permission to the company to repay the Fixed Deposits as per due date or as per the order of Honble Company Law Board.

6. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 has been provided as per Annexure I to this Report.

7. CORPORATE GOVERNANCE:

Pursuant to Regulation 27(2) (b) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 SEBI (LODR) Regulation 2015, a Report on Corporate Governance, along with Auditors Certificate regarding compliance of conditions of ‘Corporate Governance is attached to this Annual Report.

8. Disclosure Regarding Companys policies under Companies Act, 2013 and as per Regulation of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Company has framed various Policies as per Regulation 46 (2) of SEBI (LODR) Regulations, 2015 and Companies Act, 2013; viz Remuneration Policy, Policy on determining material subsidiary, performance evaluation of the Board, Committees and Directors, Materiality of Related Party transactions, Whistle Blower/Vigil Mechanism, Archival Policy for disclosure, Policy on Board diversity and Code of Conduct for Directors and these policies are displayed on the website of the Company. www.birlashloka.com.

9. SUBSIDIARY COMPANY

As on 31st March, 2016the Company has two subsidiaries, viz.

1. Wholly-owned foreign subsidiary, viz. Birla Shloka Edutech Limited. FZE.

2. Ojus Healthcare Private Limited.

The operations of the above mentioned subsidiaries on standalone basis for the year under review are as under:

	2015-16		2014-15
Particulars	Foreign currency	Indian Rs.	Foreign currency	Indian Rs.
Revenue
Ojus Health Care Private Limited	Nil	66,81,417/-	Nil	62,49,742/-
Birla Shloka Edutech Limited - FZE	Nil	Nil	Nil	Nil
Profit After Tax
Ojus Health Care Private Limited	Nil	1,88,106/-	Nil	1,52,166/-
Birla Shloka Edutech Limited - FZE	Nil	Nil	Nil	Nil

The Company has placed separate audited accounts in respect of its subsidiaries on its website i.e. www.birlashloka.com and also provides a separate audited financial statement in respect of the above named subsidiaries, to any shareholder of the company who ask for it.

10. FINANCIAL STATEMENTS OF SUBSIDIARY:

A report on the performance and financial position of a subsidiary as per the Companies Act, 2013 is provided as ANNEXURE-A to the consolidated financial statement and hence not repeated here for the sake of brevity.

11. NUMBER OF BOARD MEETING:

During the year, five Meetings of the Board of Directors of the Company were convened and held. The relevant details, including composition of the Board, date of meetings, attendance and various Committees of the Board are given in the Corporate Governance Report forming part of this Report. The details regarding the composition of various committees are also available on the Companys & Bombay Stock Exchange website i.e. www.birlashloka.com & www.bseindia.com.

12. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

No major event has occurred subsequent to the date of Financial Statements.

13. CHANGE IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of Business during the year under the review.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of sub-sections 9 and 10 of Section 177 of the Act and as per the Regulation 22 (1) & (2) of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company has established a Vigil Mechanism to enable the Directors and employees of the Company to report concerns of any unethical behavior, unacceptable and improper practices or suspected fraud. The Company has a Whistle Blower Policy in place which has also been uploaded on its website. It enables the Directors and employees of BIRLA SHLOKA EDUTECH LIMITED (hereinafter called "the Company") to have direct access to the Managing Director or the Chairman of the Audit Committee.

This Policy has adequate safeguards against victimization of the whistle blower and ensures protection of the whistle blowers identity. In addition, as part of the vigil mechanism framework, an independent internal audit mechanism has also been put in place to review and report instances of non compliances with laws, regulations and policies to the Audit Committee. The Company has also adopted a Code of Conduct which is uploaded on the website of the Company (www.birlashloka.com).

The Audit Committee reviews on a quarterly basis, complaints, if any, and implements corrective actions, whenever necessary.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business and were on an arms length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee. The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Companys website at the link http://www.birlashloka.com/ Communications.html. The detail of the transactions with Related Parties to be provided in Form AOC-2 is annexed herewith as ANNEXURE–II.

17. RISK MANAGEMENT:

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization / Mitigation Procedure, which is reviewed by the Audit Committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

19. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

Your Company has adequate Internal Financial Control systems in all areas of operation. Your Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

Services of internal and external auditors are utilized from time to time, as also in-house expertise and resources. Your Company continuously upgrades these systems in line with the best available practices.

These reports and deviations are regularly discussed with Management Committee Members and actions are taken whenever necessary.

An Independent Audit Committee of the Board reviews the adequacy of Internal Financial Control.

20. HUMAN RESOURCES:

Your Company treats its human resources as its important asset and believes in its contribution to the all round growth of your Company. Your Company takes steps, from time to time, to upgrade and enhance the quality of this asset and strives to maintain it in agile and responsive form. Your Company is an equal opportunity employer and practices fair employment policies. Your Company is confident that its Human Capital will effectively contribute to the long term value enhancement of the organization.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

21. PARTICULARS OF JOINT VENTURES OR ASSOCIATE COMPANY:

The Company does not have any Joint Venture with any person or an associate Company as defined under Section 2(6) of the Companies Act, 2013 (‘the Act).

22. DIRECTORS:

Confirmation of Appointment:

The at the Meeting of the Board of Directors of the Company on 09.02.2016

1) Mr. Milind Bhaskar Prabhudesai and 2) Mrs. Minal Umesh Pote were appointed as Additional Director w.e.f. 09.02.2016. He/She holds office up to the date of the ensuing Annual General Meeting.

The Company has received notice in writing from member proposing the candidature of Mr. Milind Bhaskar Prabhudesai and Mrs. Minal Umesh Pote as Independent and Non-Executive Director of the Company.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold the directorship and membership/chairmanship of committees of the Board, as well as their shareholding as stipulated Under Regulation 26 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 are given in the Report on Corporate Governance forming part of the Annual Report.

Declaration from Independent Directors

The Company has received necessary declaration from each 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 and Regulations 16(b) and 25 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Criteria for appointment of Independent Directors

The Independent Directors shall be of high integrity with relevant expertise and experience with Directors having expertise in the fields of manufacturing, marketing, finance, law, governance and general management, so as to have a diverse Board.

Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

23. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provision of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm as under:-

a) That in the preparation of the accounts for the financial year ended 31st March 2016, all the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That 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 of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the accounts for the financial year on going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company are duly laid down and these controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and were adequate and operating effectively.

24. ANNUAL EVALUATION:

As mandated under the Companies Act, 2013 and as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015, the annual performance evaluation of the Directors individually vis--vis the Board and its committees have been carried out during the year. The manner of such evaluation has been disclosed in the Corporate Governance Report.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the provisions of Section 136(1) of the Act and as advised, the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection at the Registered Office of the Company during working hours. Members interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request. Hence, the Annual Report and the Accounts are being sent to all the Members of the company excluding the aforesaid information.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as ANNEXURE –III.

27. AUDITORS:

I) Statutory Auditors:

Pursuant to the provisions of Section 139,141 of the Companies Act 2013 and the rule framed there under, M/s. Jai Prakash Upadhayay & Co., (Firm Registration No. 125073W), Chartered Accountants, Auditor, Mumbai were re-appointed as Statutory Auditor of the Company at 23rd Annual General Meeting held on September 29,2015 until the conclusion of the next Annual General Meeting.

The Board of Directors of the Company has, pursuant to the provisions of Section 139 of the Companies Act 2013, recommended ratification of appointment of M/s. Jai Prakash Upadhayay & Co., Chartered Accountants, for the approval of the Shareholders from the conclusion of Twenty Fourth Annual General Meeting till the conclusion of Twenty Fifth Annual General Meeting.

The Auditors Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

II) Secretarial Audit:

Pursuant to the provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,the Board of Director has appointed Mr. Ravindra Joshi (FCS 1419) , Practicing Company Secretaries (CP No.886) to conduct the Secretarial Audit of the Company for the Financial year 2015-2016. The said Report is annexed herewith as "Annexure IV".

III) Cost Auditors:

Cost Audit is not applicable to the Company.

28. PURCHASE OF SHARES OF THE COMPANY:

The Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its holding Company pursuant to Section 67(2) of the Companies Act, 2013.

29. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013 are not presently applicable to the Company.

30. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued any shares with differential Voting Rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

31. ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

32. EMPLOYEE STOCK OPTION:

The Company does not have any Employee Stock Option Scheme for its employees.

33. APPRECIATION:

Your Directors sincerely thank the various Central and State Government Departments and various Organizations for their continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks, and other business partners for their excellent support. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the company.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
	Ashish Mahendrakar
	Managing Director
	(DIN: 03584695)
Place: Mumbai
Dated: 12th August, 2016.