Your Directors have pleasure in presenting the integrated 16th Annual Report of Tree House Education and Accessories Limited ("the Company") along with the Audited Financial Statements (Consolidated and Standalone) of your Company for the financial year ended March 31,2022.
The Financial Performance of your Company for the financial year ended March 31,2022 as compared to the previous financial year is summarized below:
(Rs. In Lakhs)
|Expenditures excluding depreciation||3,163||1,258||3,163||1,259|
|Profit before Depreciation and Tax||( 1,325)||(695)||( 1,325)||(696)|
|Net Profit Before exceptional Items and Tax||(3,026)||(3,160)||(3,026)||(3,161)|
|Share of net profit/(loss) of associates and joint ventures accounted for using the equity method||Nil||Nil||(1)||(1)|
|Net Profit Before Tax||(2,641)||(4,042)||(2,642)||(4,044)|
|Provision for Tax||(78)||13||(78)||13|
|Profit after Tax||(2,719)||(4,029)||(2,721)||(4,031)|
|Proposed Dividend on equity Shares||Nil||Nil||Nil||Nil|
|Tax on Dividend||Nil||Nil||Nil||Nil|
|Balance Carried to Balance Sheet||(2,719)||(4,029)||(2,721)||(4,031)|
|Paid up Share Capital||4231||4,231||4231||4,231|
|Reserves & Surplus (excluding revaluation reserve)||21,739||24,332||22,075||24,669|
*previous year figures have been regrouped/rearranged wherever necessary.
OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE
On Standalone basis, the Company has generated revenue from operations of Rs.600 Lakhs for the current Financial Year as compared to Rs.529 Lakhs in the Previous Year. The Net Loss for the current Financial Year reduced to Rs.2719 Lakhs as against Rs.4029 lakhs as reported in the Previous Year.
Major Activities undertaken by the company during the Year:
Post calling off of the merger when the play groups of the company were abruptly shutdown owing to financial conditions of the company, it was not able to pay rentals to landlords & faced legal complications. The management was confident to restart the centres as and when the company regains its financial stability. However due to the covid-19 situation, the management has decided not to restart its play groups situated at various places in India and to sell/dispose off of the Assets situated at such playgroup centres. And thus the company is in the process of finding the buyers and to dispose them as the assets meant to be dispose off/sale are situated at play groups across India. The company is in the process of appointing professional agencies at various places to take possession and sell/dispose off of such assets on as is where is basis. Accordingly the lease hold assets which could not be sold/recovered since these assets include permanent alterations and modifications to the buildings/structures on the centres and having wdv of Rs. 10.19 crores as of 01.04.2021 was fully depreciated during the year.
As informed in our Last AGM held on 20-09-2021, wherein the share holders have approved the sale of Assets as mentioned below, the company had sold assets as under.
Details of Assets to be written off:
|Particulars||Lease Hold||Teaching Equipments||Office & Elec.||Furniture||Computer||Total|
|Balance as on 01.04.2021||10,18,98,593||14,22,188||63,47,396||58,36,44,141||5,61,394||69,38,73,712|
|Less: WDV of Assets Sold / W/off||10,18,98,593||2,10,303||7,39,673||18,03,88,410||2,75,415||28,35,12,395|
|Net Available for Sale/W/off||0||12,11,885||56,07,723||40,32,55,731||2,85,979||41,03,61,317|
During the year the company had sold its school building situated at Jhunjhunu Rajastan for Rs.11 crores and Property situated at 17th Road, Khar, Mumbai for Rs.4 crore. The proceeds of the sale is utilised to settle the outstanding bank loans.
Explanation on Loss of Sale of Assets:
The company has incurred loss on sale of Assets during the year, the details of the same is as under:
Loss booked on sale of assets lying at playgroup centres transferred to Vasai Godown is Rs.13.12 crores and the loss on Sale of School Building at Jhunjhunu, Rajastanis Rs.5.46 crores.
The company has put an advertisement and had invited tenders for sale of above assets. The company had received bids in response of tenders. The company had selected the highest bidder and had sold the assets accordingly. The Jhunjhunu school building was sold at market value as determined by the registration authority.
In accordance with the provisions contained in section 136 of the Companies Act, 2013 ("the Act"), the Annual Report of the Company, containing Notice of the Annual General Meeting, Consolidated and Standalone Financial Statements, Report of the Auditors and Board of Directors thereon are available on the website of the Company at www.treehouseplaygroup.net Further, a detailed analysis of Companys performance is included in the Management Discussion and Analysis Report ("MDAR"), which forms part of this Annual report. The Consolidated and Standalone Financial Statements of the Company for the F.Y. year ended 31st March, 2022 have been prepared in accordance with applicable Indian Accounting Standards and the relevant provisions of the Act.
RESERVES AND SURPLUS
The Company has not transferred any amount to the Reserves for the financial year ended March 31,2022. The closing balance of the retained earnings of the Company for F.Y. 2021-22, after all appropriation and adjustments is Rs. (25,048) lakhs(Previous year Rs. (22,455) lakhs).
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your company does not have any subsidiary company and joint ventures. However, the Company has one associate Company viz., JT Infrastructure Private Limited.
Further, the report on the performance, financial position and overall contribution to companys profitability of the associate company and salient features of the financial statements in the prescribed Form AOC-1 is marked and annexed as "Annexure A" to this report.
Due to loss during the year, the board does not recommend any dividend on the equity shares of the Company for the year under review.
During the year under review, no changes took place in the Share Capital of the Company. The issued, subscribed and paid up Equity Share Capital of the Company as on 31st March, 2022 is INR 423,107,240 (Indian Rupees Forty two crores, thirty one lacs, seven thousand two hundred and forty only) comprising of 42,310,724 Equity Shares of Rs.10 / each.
INTERNAL FINANCIAL CONTROLS
The Board of directors has laid down internal financial controls to be followed by the Company for ensuring the orderly and efficient conduct of its business and the said internal financial controls are adequate and are operating effectively. Internal Audits are regularly carried out to review the internal financial controls and the Internal Audit Reports along with recommendations contained therein are reviewed by the Audit Committee. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS AND SECURITIES
The provisions of section 186 of the Companies Act, 2013 requiring disclosure in the financial statements giving particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security is not applicable to your company as no transactions of such nature has been undertaken or entered into by your company.
Your Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposit under sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on the date of the Balance Sheet.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st March, 2022 and confirm that:
a) The Financial Statements of the Company for the year ended March 31, 2022, have been prepared on a going concern basis following applicable Indian accounting standards and that no material departure have been made from the same;
b) In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable Indian accounting standards, have been followed along with proper explanation relating to material departures;
c) Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at March 31,2022and of the profits and loss of the company for financial year ended March 31,2022.
d) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities.
e) Requisite internal financial controls laid down and that financial controls are adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws in place and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNELs
Your Companys Board comprises of mixture of executive and non-executive directors with considerable experience and expertise in various fields and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report, which forms part of this report.
The list of Directors &Key Managerial Persons of the Company as on March 31,2022are as follows:
1. Mr. Deepak Valecha (DIN: 07736480), Independent Director.
2. Mr. Jugal Shah (DIN: 08334114), Executive Director & Chairman.
3. Mrs. Babita Bhatia (DIN: 08767969) Non-Executive Non-Independent Woman Director.
4. Ms. Nidhi Busa (DIN: 08792362) Non-Executive Independent Woman Director.
5. Mr. MilinRamani (DIN: 07697636) Non-Executive Independent Director.
6. Mr. Dipen Shah (DIN: 07600611) Non-Executive Non-Independent Director (w.e.f 12/08/2021).
7. Mr. Rajesh Bhatia (PAN: AAHPB9438N), Chief Executive Officer (CEO).
8. Mr. Navin Kumar Mane (PAN: ATBPK9664Q), Chief Financial Officer (CFO).
9. Ms. Guddi Bajpai (PAN: AWYPB2768G), Company Secretary & Compliance Officer.
a) Changes in Directors and Key Managerial Personnels:
During the year under review, the following changes took place in the directors and key managerial personnels;
1. On recommendation of the Nomination and Remuneration Committee, Mr. Dipen Shah (DIN: 07600611) was appointed as Additional Non- Executive Non Independent Director of the Company w.e.f. 12/08/2021 and also regularised as Non- Executive Non Independent Director in 15th Annual General Meeting held on September 20, 2021.
2. Mr. Suraj Manghnani (DIN: 06625583)ceased to be an Independent director of the Company due completion of his first term.
3. On recommendation of the Nomination and Remuneration Committee, Mr. Deepak Valecha (DIN: 07736480) was re-appointed as an Independent director of the Company for the second term of five years w.e.f. February 2022.
Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Jugal Bharat Shah (DIN 08334114) Executive Director, of the Company is liable to retire by rotation at an ensuing Annual General Meeting and, being eligible has offered himself for re-appointment.The Board has recommended for the same. Details about the directors being appointed and/or re-appointed are given in the Notice of the 16thAnnual General Meeting being sent to the members along with the Annual Report.
None of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013. During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, perquisites and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.
b) Declaration by Independent Director(s)
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director. In the opinion of the board, the independent directors possess the requisite expertise and experience and are the person of integrity and repute. Your Board confirms that, the independent directors fulfil the conditions prescribed under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations")and they are independent of the management. All the independent directors on the Board of the Company have complied with the provisions of Section 150 of the Companies Act, 2013 read with rules framed thereunder.
Furthermore, a brief profile of each of these Independent Directors, nature of their expertise in specific functional areas and names of the Companies in which they hold Directorships and/or membership/chairmanship of Committees of the Board, as stipulated under specified regulation of the SEBI Listing Regulations is given in the Corporate Governance Report which is forming part of this Report.
c) Annual Evaluation of the Board
Evaluation of the directors is done on an annual basis. The process is led by the Nomination and Remuneration Committee with specific focus on the performance vis-a-vis the plans, meeting, challenging situations, performing leadership role, and effective functioning of the Board. The evaluation process also involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors and also considers the time spent by each of the directors, accomplishment of specific responsibilities and expertise, conflict of interest, integrity of director, active participation and contribution during discussions.
d) Policy on directors appointment and remuneration and other details
The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act can be assessed on the link.
e) Familiarisation Programme For Independent Directors
Independent Directors are familiarised with their roles, rights and responsibilities in the Bank as well as with the nature of industry and business model of the company through various internal programmes and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.
BOARD MEETING AND BOARD COMMITTEES
The details of Board Meetings held during the year, attendance of the directors at the meetings and constitution of various Committees of the Board are included separately in the Corporate Governance Report which forms part of this report.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from Statutory Auditor confirming compliance conditions, forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)
Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations, is presented in a separate section forming part of this Annual Report. It provides information about the overall industry structure, global and domestic economic scenarios, developments in business operations/ performance of the Companys various businesses, internal controls and their adequacy, risk management systems, human resources and other material developments during the financial year 2021-22.
DISCLOSURES RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNELS AND PARTICULARS OF EMPLOYEES.
Disclosure of the ratio to the remuneration of each director to the median employees remuneration and other details required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure B".
PARTICULARS OF EMPLOYEES:
During the year under review, the details of employees who comes within the purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is provided in a separate exhibit which is available on the website of the Company at
a) Statutory Auditors
The Statutory Auditors, M/s. S. Dedhia & Co., Chartered Accountants having ICAI Firm Registration No. 117695W, have successfully completed their first term of appointment. Accordingly, M/s. S. Dedhia & Co.., Chartered Accountants, retiring Statutory Auditor of the Company shall retire at ensuing Annual General Meeting. Pursuant to provisions of section 139 of the Companies Act, 2013 read with rule 5 and 6 of the Companies (Audit and Auditors) Rules, 2014 the company required to appoint New Statutory Auditor who shall hold office till the conclusion of 21st AGM i.e. for five consecutive AGM.
The Board of Directors, on recommendation of Audit Committee, in its Meeting held as on August 29,2022 has considered the appointment of M/s. Rakesh Soni & Co. for the term of 5 (Five) years commencing from the conclusion of 16th Annual General Meeting till the conclusion of 21st Annual General Meeting of the Company. The Board recommends the appointment of M/s. Rakesh Soni & Co. to the members at the ensuing 16thAnnual General Meeting.
M/s. Rakesh Soni & Co., Chartered Accountants have expressed their willingness to be appointed as Statutory Auditors of the Company and have submitted a certificate confirming that their appointment is in accordance with Section 139 read with Section 141 of the Act and that they have not been disqualified in any manner from appointment as Statutory Auditors.
The Independent Auditors Report of M/s. S. Dedhia & Co., on the Financial Statements of the Company for the Financial Year 2021-22 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. S. Dedhia & Co. in their Report dated May 25, 2022. Further, the Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013. However following are the explanations for their observations:
Explanation on observation made by the Statutory Auditor:
On Impairment Loss: Since Vidya Bharti Samiti has started repayment of deposits, the company has reversed the impairment loss created during the financial year 2020-21 amounting to Rs. 3.90 crores during the current financial year.
The company has impaired loan given to Employee Welfare Trust by Rs.5.41 lakhs due to reduction in the valuation of the shares held by the Trust.
Loan from HDFC Bank Ltd: The loan from HDFC bank Ltd is classified as NPA and the bank has filed a case against the company for recovery in National Company Law Tribunal (NCLT), under Insolvency and Bankruptcy code 2016, where the case is still under process. The company has entered into One Time Settlement with the HDFC bank and is in the process of repaying loan as agreed considerable amount of the loan during the first quarter of the financial year 2022-23 and hope to clear the complete loan during the 2nd quarter as agreed with the bank.
Interest benefit on one time settlement with ICICI bank: The company has settled its loan of Rs.19.67 crores of ICICI bank Ltd with one time settlement arrangement, Total savings on account of one time settlement with ICICI Bank was to the tune of Rs.12.12 crores.
Pending Trade Receivables: The company has received considerable amount of long outstanding debtors during the first quarter of 2022-23 and the company is confident of collecting the full amount in near future.
b) Secretarial Auditors
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 of the Company has appointed M/s Kaushal Doshi & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year ended March 31,2022.
The Secretarial Audit Report is annexed herewith as "Annexure C". The qualifications/ observations, made by M/s Kaushal Doshi & Associates in their Report, are self-explanatory.
c) Cost Auditors
Pursuant to section 148 and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Cost record and Audit) Rules, 2014, the Board of Directors of your Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants as the Cost Auditor for the financial year 2022-23 on the recommendations made by the Audit committee. The remuneration proposed to be paid to the Cost Auditor, is subject to the ratification by the members at the ensuing AGM, would be not exceeding INR 20,000 (Rupees Twenty Thousand Only) excluding taxes and out of pocket expenses, if any. Your directors recommend the ratification in remuneration payable to the Cost Auditors of the Company at ensuing Annual General Meeting.
Your company has received consent from M/s. Kishore Bhatia & Associates, Cost Accountants, to act as the Cost Auditor of your company for the financial year 2022-23 along with certificate confirming their Independence.
Further, the Company has followed up on the application made to Ministry of Corporate Affairs ("MCA") for claiming exemption under section 148 of the Companies Act, 2013, as the provisions of Cost Audit are not applicable to the Company from F.Y. 2020-21 onwards. The Company is yet to receive clarification from MCA in this regard.
d) Internal Auditor:
M/s.Dharmesh Parekh & Associates., Practicing Chartered Accountant, Mumbai performed the duties of internal auditors of the company for the Financial Year 2021-22 and their report is reviewed by the audit committee from time to time.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for F.Y. 2021-22 is available on Companys website at
RELATED PARTY TRANSACTIONS
All the transactions with Related Parties are placed before the Audit Committee and are also placed before the Board for approval. During the Financial Year 2021-22, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions section 188 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of the SEBI Listing Regulations, 2015. However, the Company has not entered into any material related party transactions under the SEBI Listing Regulations, 2015 read with section 188 of the Companies Act, 2013; therefore Form AOC-2 does not form part of this report.
The details of the related party transactions entered as required under "Ind. As -24" are set out in Note No. 32 to the standalone financial statements forming part of this Annual Report.
The Policy on related party transactions may be accessed on the Companys website at a link: https://primeinfobase.in/z_TreeHouse/pdffiles/TREEHOUSE_POLICY_ON_RELATED_PARTY_TRANSACTION_Policy.pdf
VIGIL MECHANISM & WHISTLE BLOWER POLICY:
In Compliance with the provisions of section 177(9) of the Companies Act, 2013 read with Regulation 22 of the SEBI Listing Regulations, the Company has adopted a vigil mechanism/Whistle Blower Policy. The Companys vigil mechanism/Whistle blower Policy aims to provide the appropriate platform and protection for Whistle Blowers to report instances of fraud and mismanagement, if any and to promote reporting of any unethical or improper practice or violation of the Companys Code of Conduct or complaints regarding accounting, auditing, internal controls or suspected incidents of violation of applicable laws and regulations including the Companys code of conduct or ethics policy or Code of Conduct for Prevention of Insider Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company for redressal.
The Policy on Vigil Mechanism & Whistle Blower may be accessed on the Companys website at a https://primeinfobase.in/z_TreeHouse/pdf-files/Treehouse_WhistleBlowerPolicy_Revised_14022016.pdf
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. The company has been addressing various risks impacting the company and brief view of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis Report.
INTERNAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls are regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information. During the year such controls were tested and no reportable material weakness in the design or operation was observed.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not come under the purview of the provisions of section 135 of the Companies Act, 2013 read with the rules prescribed therein relating to Corporate Social Responsibility.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The operations of the Company are entirely service based and the Company is non-energy intensive organization. Conservation of energy and technology absorption information pursuant to section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.
However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.
|Foreign Exchange Earnings:||NIL|
|Foreign Exchange Outgo:||NIL|
Your Company treats its "human resources" as one of its most important assets.
The Directors wish to place on record their appreciation and acknowledgment of the efforts and dedication and contributions made by employees at all levels during the year under review. The Company continues to focus on attracting new talent & help them to acquire new skills, explore new roles and realize their potential.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
There were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013and also filed its Annual Report as required under the said Act. The Company has a qualified Internal Committee, who along with the external member review the policy and framework on a regular basis. Additionally, the company ensures that every new employee undergoes an awareness program which will sensitise them to uphold the dignity of their colleagues at workplace, particularly with respect to prevention of sexual harassment.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the period under review, your Company has transferred Rs. 5983.00/- to Investor Education and Protection Fund (IEPF).
Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has already filed the necessary forms with Ministry of Corporate Affairs and uploaded the details of unpaid and unclaimed dividend amounts lying with the Company, as on the date of last AGM (i.e. September 20, 2021).
Members who have not yet encashed their Final Dividends for financial year 2014-15 are requested to make their claims to the Company / RTA. Members are requested to quote folio numbers / DP ID - Client ID in all their correspondence.
EMPLOYEES STOCK OPTION SCHEME
During the year, the Company did not grant any Employees Stock Option Scheme. Further, the Board of directors state that there are no material changes in the scheme and the scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Details of ESOP Scheme as required under Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 and as required to be provided under the said regulations as on March 31,2022 are available on website of the company and can be assessed at link :- https://www.primeinfobase.in/z_TreeHouse/files/Treehouse_ESOP_details_as_on_31.03.2022.zip
In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the certification by the Chief Executive Officer and Chief Financial Officer on the financial statements and Internal Controls relating to financial reporting is annexed as "Annexure D" to this Report.
IMPACT OF COVID - 19 ON THE COMPANY
Impact of Covid - 19 on the Company has been explained in Management Discussion and Analysis Report which forms part of this report.
• The Company does not have any shares with differential rights.;
• During the year, your Company has not issued any sweat equity shares. Therefore, no disclosures as required under Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014;
• During the year under Report, no funds were raised through preferential allotment or qualified institutional placement.
• The Company has received an order from Securities Appellate Tribunal("SAT") Mumbai dated November 07, 2019, Appeal No. 78 of 2019 where it has quashed and set aside the impugned orders (both the confirmatory order dated November 16, 2018 and ad interim ex parte order dated March 7, 2018) restraining the appellants (i.e. the Company, Rajesh Bhatia, Geeta Bhatia, Giridharilal Bhatia, Vishal Shah and Hiten Trivedi) from dealing in the securities market in any manner. However, direction relating to forensic audit of Tree House was upheld and the forensic audit is continuing. Further as ordered by SAT, the Company is fully cooperating with the forensic Auditor to enable the Auditor to carry out and complete the forensic audit at the earliest.
There were no material changes and commitments occurred between and at the end of financial year of the company affecting financial position of the company.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
• The Company has complied with Secretarial Standards on meetings of the Board of Directors and on General Meetings, issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Companies Act, 2013.
Your Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the shareholders, investors, bankers, customers, business partners, vendors, financial institutions, regulatory, government authorities and other stakeholders for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels during the year under review.
The Directors also thank the Government of India, Governments of various states in India and concerned Government departments and agencies for their co-operation.
|For and on behalf of the Board Tree House Education and Accessories Limited|
|Jugal Shah||Deepak Valecha|
|Executive Director||Independent Director|
|Date: 29th August, 2022|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS