humming bird education ltd share price Directors report

Dear Shareholders,

Your Directors have the pleasure of presenting the 13^th Annual Report on the business and operations of the Company together with the Audited Financial Statements and the Auditors Report thereon for the financial year ended on 31st March, 2023.

1. FINANCIAL SUMMARY

Your Companys Standalone and Consolidated performance during the Financial Year 2022-23 as compared with that of the previous Financial Year 2021-22 is summarized below:-

(Amount in INR)

	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations (Net)	20585849	5066394	24294071	7078125.
Other Income	2654705	882303	2858684	900612
Total Income ^ rm	23240554	5948697	27152754	7978737
Total Expenditure	20881843	9479995	24090538	11776145
Operating Profit	3399173	-2519702	4159211	-2766085
Less: Finance Charges	0.00	0.00	0.00	0.00
Cash Profit ECf UCf	3399173	-2519702	4159211	-2766085
Less: Depreciation	1040462	1011597	1096994	1031323
Profit before exceptional items, tax and share of (profit)/loss in associates	2358711	-3531299	3062217	3797408
Exceptional items	61674	160382	0.00	0.00
Tax Expense/( Income)	0.00	0.00	187137	8546
Net profit/(loss) after tax and before share of (profit)/loss in Associates	2297237	-3691681	2875080	-3805954
Share of profit/(loss) in associates	-	-	260986	16233
Net profit/(loss) after tax for the year	2297237	-3691681	2614094	-3822186
Earnings per equity share	3.75	-6.02	4.26	-6.24
Basic & diluted (INR) for continuing Operations	3.75	-6.02	4.26	-6.24

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY. ITS SUBSIDIARIES & IOINT VENTURES & OTHER ASSOCIATES:

During the year under review, the Company has earned a total revenue of Rs. 2,32,40,554/- through against Rs. 59,48,697/- in the previous year, registering an increase of 290% Approx. Your Company"s current year net profit Rs. 22,97,237/- from net loss of Rs. 36,91,681/- in the previous year.

Review of Operations / State of Affairs of Subsidiaries, Joint Ventures & Other Associates:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of your Companys Subsidiaries, Associates and Joint Ventures in the Form AOC-1 is annexed (Annexure-1) and forms part of the Financial Statement. The Statement provides the details of performance and financial position of each of the Subsidiaries, Associates and Joint Ventures. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements, audited accounts of all the subsidiaries and other documents attached thereto are available on your Companys website: www.hummingbirdeducation.com.

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries, Joint Venture and other Associates of your Company:

Review of Operations / State of Affairs of the Subsidiaries and other Associates of the Company:

1. Sibil Education Private Limited:

Sibil Education Private Limited ("Sibil") is wholly owned subsidiary of your Company, incorporated in financial year 2019-20. During the financial year 2022- 23, Sibil recorded net loss after tax Rs. 16,256 as compared to net loss of Rs. 2,92,176 in previous year.

2. Onmouseclick.com Private Limited:

Onmouseclick.com Private Limited ("Onmouse") is subsidiary of your Company, incorporated in financial year 2019-20. During the financial year 2022- 23, Onmouse recorded profit after tax Rs. 5,32,624 as compared to net profit of Rs. 32,128 in previous year.

3. CAPITALSTRUCTURE

At present, the Company has only one class of share - Equity shares of face value of Rs. 10 each. The authorized share capital of the company is Rs. 75,00,000/- divided into 7,50,000 equity shares of Rs. 10 each. The paid up share capital of the company is Rs.

61,30,000/- divided into 6,13,000 equity shares of Rs. 10 each.

4. DIVIDEND

Your directors are pleased to recommend a final dividend of 30% (? 3 per equity share) on the equity shares of the company for the year ended 31 March, 2023.

5. PUBLICDEPOSITS

During the year under review, the Company has not invited or accepted any deposits from the public/shareholders of the Company pursuant to the provisions of Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public/ shareholders of the Company was outstanding as on March 31, 2023.

6. TRANSFER TORESERVES

During the year under review your Company has not transferred any amount to General Reserve.

7. EXTRACT OF ANNUALRETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the draft of Annual Return for FY W2022-23 ufwill be placed on the website of the Company www.hummingbirdeducation.com.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATECOMPANIES

Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013], during the Financial Year 2022-23:

I. Sibil Education Private Limited:

(A Wholly-Owned Subsidiary of your Company throughout the Financial Year 2022-23)

II. Onmouseclick.com Private Limited:

(A Subsidiary of your Company throughout the Financial Year 2022-23)

9. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year 2022-23, there is no change in the nature of business of the company.

10. DETAIL OF DIRECTORS AND KMP APPOINTED/ RESIGNED DURING THE YEAR DIRECTORS

An active and informed Board is a pre-requisite for strong and effective corporate governance. The Board plays a crucial role in overseeing how the management safeguards the interests of all the stakeholders. The Board ensures that the Company has clear goals aligned to the shareholders" value and growth. The Board is duly supported by the Chairman & Managing Director and Senior Management Team in ensuring effective functioning of the Company.

In accordance with section 152(6) of the Companies Act, 2013, Mrs. Vaishali Jain (DIN: 08218792), Director of the Company, retires by rotation and being eligible; offers herself for reappointment at the forthcoming 13^thAnnual General Meeting. The Board recommends the said reappointment for shareholders" approval.

During the year under review following directors were resigned:

Name	Designation	Date of Cessation
Mr. Raja Amitabh	Independent Director	12.07.2022 .
Ms. Sonam Mangla	Independent Director	12.07.2022 7 ,
Mrs. Teena Jain	Independent Director	12.07.2022 ,
Mr. Savishesh Raj	Director (Non-Executive)	22.11.2022

KEY MANAGERIAL PERSONNEL

Mr. Nitesh Jain, Managing Director, Ms. Vaishali Jain, Director & Chief Financial Officer, Mr. Piyush Khatri, Chief Executive Officer and Mr. Madhav Kumar Mishra, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in accordance with the Section 2(51) and Section 203 of the Act read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as on March 31, 2023.

During the year under review Mr. Paramjeet Singh, Company Secretary and Compliance Officer has resigned and in his place Mr. Madhav Kumar Sharma has been appointed as Company Secretary & Compliance officer of the Company.

Further, Mr. Madhav Kumar Sharma has resigned with effect from 16^th May, 2023 in his place Ms. Shweta Dwivedi has been appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023.

11. DECLARATION GIVEN BY INDEPENDENTDIRECTOR

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company as on date, Mr. Vipul Khandelwal and Mr. Arihant Jain, have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder. They are also in compliance with Rule 6 (1) & (2) of the Companies (Appointment & Qualifications of Directors) Rules, 2014. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All other Directors of the Company have also provided declarations on the fact that they are not debarred from holding the office of Director by virtue of any SEBI order or any other statutory authority as required under the Circular dated June 20, 2018 issued by BSE.

The Board of Directors of the Company is of the opinion that the Independent Directors possess a high level of integrity, expertise and experience which are beneficial to the Company and its stakeholders.

12. POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the Company regularly review the policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee. The Nomination and Remuneration Policy is available on our website www.hummingbirdeducation.com.

13. COMMITTEES OF THEBOARD

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee Details of Composition of all the Committees are as follows:

A. Audit Committee

Our Audit Committee was constituted to have proper checks and balances on the various financial activities of the Company and to guide as well as assist the Board in various matters of the utmost importance. The Committee has its Charter for functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

As on 31.03.2023, the Committee is comprised of:

S. No. Name	Designation
1. Mr. Vipul Khandelwal	Chairperson
2. Mr. Arihant Jain	Member
3. Mr. Nitesh Jain (	Member

B. Nomination and Remuneration Committee

The primary objective of the Committee is to recommend suggestions to the Board of Directors pertaining to the Remuneration Policy for Directors, KMP and all other employees of the Company.

As on 31.03.2023, the Committee is comprised of:

S. No. Name	Designation ^
1. Mr. Arihant Jain	Chairperson
2. Mr. Vipul Khandelwald>	Member
3. Mr. Narender Kumar Jain	Member

14. MANAGEMENT DISCUSSION AND ANALYSISREPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report. (Refer Annexure2)

15. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2022-23 and the date of this Report.

16. B OARDEVALUATIO N

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

17. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs. 10/- each.

18. MEETING OF THE BOARD ANDCOMMITTEES

I. Board Meeting

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board businesses.

During the year under review, the Board met 4 times viz. May11, 2022, August31, 2022, November14, 2022 and January07, 2023. The maximum interval between any two meetings did not exceed 120 days.

II. Audit Committee Meetings

There were 04 (Four) Meetings held by the members of Audit Committee Board of Directors dated May11, 2022, August31, 2022, November 14, 2022 and January 07, 2023.

III. Nomination and Remuneration Committee Meetings

There were 02 (Two) Meetings held by the members of Nomination and Remuneration Committee of Board of Directors dated August31, 2022 and January 07, 2023.

19. CORPORATE GOVERNANCEREPORT

As per the provisions of Regulation 15(2)(b) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance provisions as specified in regulations 17, 17(A), 18, 19, 20, 21, 22, 23, 24, 24(A), 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to the Company.

20. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from thesame;

b) the Directors have 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 as at March 31, 2023 and of the profit/loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a „going concern" basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

21. RELATED PARTYTRANSACTIONS

There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the Interest of the Company. For Further details, your attention is drawn to the Related Party Disclosures set out in the Financial Statements.

22. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THEREGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern Status of your Company and its operations in future.

23. AUDITORS

At the Annual General Meeting held 30th September, 2020, M/s. V C A N & Co, Chartered Accountants (Firm Registration No. 125172W), were appointed as auditors to hold office till the conclusion of the ensuing Annual General Meeting to be held in the calendar year 2025.

The Board received an eligibility certificate form M/s. V C AN & Co., Chartered Accountants (Firm Registration No. 125172W) as prescribed under Section 141 of the Companies Act, 2013.

24. AUDITORSREPORT

Auditors Report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Further, since the Auditors have not reported any instances involving Fraud in their Audit Report, the particulars as prescribed under Section 134 (3) (ca) of the Companies Act, 2013 have not provided.

25. SECRETARIAL AUDITORS REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s G Gupta & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company.

A Secretarial Audit Report in Form MR-3 given by M/s M/s G Gupta & Associates, Practicing Company Secretaries has been provided in an Annexure-"3" which forms part of the Directors Report. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company. (Refer Annexure3)

26. CODE OF CONDUCT FOR PREVENTION OF INSIDERTRADING

Your Companys Code of Conduct for prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/ promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives senior management personnel, persons forming part of promoter(s)/ promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the course of trading window.

27. PARTICULARS OFEMPLOYEES

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company is enclosed as Annexure 4 and forms an integral part of this report.

28. COSTAUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, maintenance of Cost records and appointment of cost Auditors are not applicable on your Company.

29. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013, if any, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

30. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The Board has accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

31. VIGIL MECHANISM/ WHISTLE BLOWERPOLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company is placed on the website of the Company at hummingbirdeducation.com.

32. DISCLOSURES AS PER gTHE SEXUAL (HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has not yet constituted any Committee under the SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. However, The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

Company has not received any complaint on sexual harassment during the financial year 2022-23.

33. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2022- 2023.

34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

35. FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars regarding foreign exchange earnings and outgo appear are as follows:

Foreign Exchange Earnings/ Outgo:
Earnings	Nil
Outgo	Nil

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

37. GENERAL DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

- Issue of equity shares with differential rights as to dividend, voting or otherwise;

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

- The Chairman & Managing Director of the Company has not received any remuneration or commission from any of the subsidiary of your Company;

- No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016;

- No settlements have been done with banks or financial institutions.

38. ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the cooperation and assistance received from customers, suppliers, employees, shareholders, bankers, Government agencies, financial institutions, regulatory bodies and other business constituents during the year under review. The Directors express their sincere thanks to the lenders of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

By order of the Board of Directors
For Humming Bird Education Limited
Nitesh Jain	Vaishali Jain
Managing Director	Director
DIN: 03150675	DIN: 08218792