undefined share price Directors report


Dear Members,

Your Directors have pleasure in presenting the integrated 17th 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, 2023.

FINANCIAL RESULTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (‘the Act) read with Companies(Accounts) Rules, 2014. The financial statements for the financial year ended 31st March, 2023 as well as comparative figures for the year ended 31st March, 2022 are Ind AS compliant.

The Financial highlights of your Company for the financial year ended March 31, 2023 are as summarized below:

(Rs In Lakhs)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Total Revenue 1,103 1,838 1,103 1,838
Expenditures excluding depreciation 2,238 3,163 2,238 3,163
Profit before Depreciation and Tax (1,135) (1,325) (1,135) (1,325)
Depreciation 3,883 1,701 3,883 1,701
Net Profit Before exceptional Items and Tax (5,018) (3,026) (5,018) (3,026)
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method Nil Nil Nil (1)
Exceptional Items (191) 385 (191) 385
Net Profit Before Tax (5,209) (2,641) (5,209) (2,642)
Provision for Tax 743 (78) 743 (78)
Profit after Tax (4,466) (2,719) (4,466) (2,721)
Appropriations:
Proposed Dividend on equity Shares Nil Nil Nil Nil
Tax on Dividend Nil Nil Nil Nil
Balance Carried to Balance Sheet (4,466) (2,719) (4,466) (2,721)
Paid up Share Capital 4231 4231 4231 4231
Reserves & Surplus (excluding revaluation reserve) 17,273 21,739 17,608 22,075

*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.1005 Lakhs for the current Financial Year as compared to Rs.600 Lakhs in the Previous Year. The Net Loss for the current Financial Year increased to Rs.4,466 Lakhs as against Rs.2,719 lakhs as reported in the Previous Year.

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, 2023 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, 2023. The closing balance of the retained earnings of the Company for F.Y. 2022-23, after all appropriation and adjustments is Rs. (29,515) lakhs (Previous year Rs. (25,048) 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.

DIVIDEND

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.

SHARE CAPITAL

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, 2023 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. During the year under review, your Company has not issued any further shares to the members or general public. Your Companys Equity Shares are listed on Bombay Stock Exchange Limited (BSE), National Stock Exchange (NSE) and Metropolitan Stock Exchange of India Limited (MCX-SX).

INTERNAL FINANCIAL CONTROLS

Your Companys Internal Financial Control systems are robust, comprehensive and commensurate with the nature, size, scale and complexity of its business. The system covers all major processes to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Companys risk management with regard to the internal control framework.

The policies and procedures adopted by the Company ensures orderly and efficient conduct of its business, adherence to the Companys policies, prevention and detection of frauds and errors, accuracy and completeness of records and timely preparation of reliable financial information.

The Audit Committee actively reviews adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the business dynamics, if necessary. The Audit Committee also meets the Companys Statutory Auditors to ascertain their views on the Financial Statements, including the financial reporting system and compliance of accounting policies and procedures followed by your Company.

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.

PUBLIC DEPOSITS

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, 2023 and confirm that: a) The Financial Statements of the Company for the year ended March 31, 2023, 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, 2023, 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, 2023 and of the profits and loss of the company for financial year ended March 31, 2023.

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 have been 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 PERSONNEL

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, 2023 are as follows:

1. Mr. Rajesh Bhatia (DIN: 00074393), Managing Director (MD) & Chairman.

2. Mr. Jugal Shah (DIN: 08334114), Executive Director.

3. Ms. NidhiBusa (DIN: 08792362) Non-Executive Independent Woman Director.

4. Mr. Milin Ramani (DIN: 07697636) Non-Executive Independent Director.

5. Mr. Dipen Shah (DIN: 07600611) Non-Executive Non-Independent Director.

6. Ms. Divya Padhiyar (DIN: 08598655) Additional Non-Executive Independent Women Director.

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. Mr.Deepak Valecha (DIN: 07736480), ceased to be an Independent director of the Company w.e.f. 09.02.2023.

2. Ms. Babita Bhatia (DIN: 08767969) ceased to be Non-Executive Non-Independent Woman Director w.e.f. 09.02.2023.

3. On recommendation of the Nomination and Remuneration Committee, Mr. Rajesh Bhatia (DIN:00074393) was appointed as Additional Executive Director of the Company w.e.f. 09.02.2023. Post financial year, Mr. Rajesh Bhatia was regularised as an Executive Director of the Company on 15.04.2023 through postal ballot.

4. On recommendation of the Nomination and Remuneration Committee, Mr. Rajesh Bhatia (DIN: 00074393) was appointed as Managing Director of the Company w.e.f. 09.02.2023. Post financial year, Mr. Rajesh Bhatia was regularised as a Managing Director of the Company on 15.04.2023 through postal ballot.

5. On recommendation of the Nomination and Remuneration Committee, Ms. Divya Padhiyar (DIN: 08598655) was appointed as Additional Non-Executive Independent Women Director of the Company w.e.f. 09.02.2023. Post financial year, Ms. Divya Padhiyar was regularised as a Non-Executive Independent Director of the Company on 15.04.2023 through postal ballot.

6. On recommendation of the Nomination and Remuneration Committee, post financial year Mr. Sanjay Doshi (DIN: 00004274) was appointed as Non-Executive Independent Director of the Company w.e.f. 25.08.2023.

Pursuant to provisions of section 152 of the Companies Act, 2013 and subject to Articles of Association, Mr. Dipen Shah (DIN 07600611) Non -Executive Non –Independent 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.A brief resume, nature of experience in specific functional areas, names of companies in which he holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Regulation 17 of the Listing Regulations, 2015, is provided in the notes to Notice of the AGM. The Board of Directors of your Company commend the appointment.

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, skills/expertise/competence of each independent director 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.

All those Independent Directors who are required to undertake the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, have passed such test.

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-?-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. https://primeinfobase.in/z_TreeHouse/pdf-files/Treehouse_Terms_ConditionsofID_300914.pdf

e) Familiarisation Programme For Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company, the industry in which it operates, business model, etc. 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. The gap between these meetings was with in the period prescribed under the Act and Listing Regulations, 2015.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders.

Your Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

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 2022-23.

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, there are no 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.

AUDITORS

a) Statutory Auditors

The Statutory Auditors M/s. Rakesh Soni & Co., Chartered Accountants having Registration No 114625W, was appointed in 16th Annual General Meeting to hold office from the conclusion of 16th Annual General Meeting for a term of consecutive five years till conclusion of 21st Annual General Meeting.

The Statutory Auditors M/s. Rakesh Soni & Co. have given a confirmation that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

Auditors Report

The Independent Auditors Report of M/s. Rakesh Soni & Co., on the Financial Statements of the Company for the Financial Year 2022-23 is a part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Rakesh Soni & Co. in their Report dated May 18, 2023. 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:

1. Additional depreciation on "Assets for Sale/Dispose off" - Assets classified as "Assets held for Sale/Dispose off", which are lying in various closed centres, useful life of those assets have been considered as NIL and as per provisions of Ind AS 105 on ‘Non Current Assets held for Sale it have been depreciated upto 98% of the original cost, as in the opinion of the management no further benefits are expected from use and disposal of those assets.

2. Impairment of Good will/ Business commercial rights and Deposits: a. Goodwill of Brain Works and M T Educare having WDV of Rs.21,33,894 :

As there no commercial value for over 5 years, these brands are obsolete and outdated, hence no market value is expected from them.

b. Business Commercial Rights of Educational Trust BVM Samiti amounting to Rs 81,75,693/- The company has sold the School Building leased out to BVM Samiti and operation of trust has reduced to minimum due to non availability of students within the operational vicinity and competition, the management does not expect any income from trust and thus Business Commercial Right of trust is impaired.

c. Deposit given to Barfiwala Marg warehouse, Mumbai, amounting to Rs .30,00,000/-.

The lease agreement was expired in the financial year 2015-16 and the company could not recover the amount from the lessor. Hence it is fully impaired.

d. Deposit given to Holy Trust, Kolkata amounting to Rs. 58,00,000/-

The company has given the amount during financial year 2015-16 and remained outstanding in the books of account till date. Hence it is impaired in the books fully. However company has taken legal action against the Holy Trust for recovery of the same.

3. Confirmation letters :

The company has sent the confirmation letters to all the debtors and creditors as confirmed by the auditors and majority of the debtors/creditors have confirmed the same. Further these outstanding amounts are due to normal course of business and payments/recovery have been done during the financial year 2023-24.

4. OTS settlement of HDFC Bank with an additional payment of Rs. 5,54,86,635/-.

The bank had filed with NCLT for recovery of loan taken by the Company. As per the bank claim, the total amount payable to the bank was Rs.43.27 crores against which one time settlement of Rs.26 crores was agreed with the bank whereas the amount shown in the companys books was Rs.20.45 crores. Thus the deference between OTS and amount as per companys records of Rs.5.55 crores was shown as additional payment.

5. Loss on sale of the property of Rs. 6,76,48,958/- . The bank had approached NCLT for winding up of the company. The company was under pressure to sell the school building at Vadodhara (the pledged property) to the available buyers and sold the property for Rs.18 crores (as per the government valuation) to settle the dues, which has resulted in a loss of Rs.6.76 crores.

6. Appeal filed by Mr. Rajesh Bhatia & Anr. (Promoters of the Company) before Securities Appellate Tribunal ("SAT"). The matter is awating for final hearing.

7. Forensic audit conducted by SEBI – The company has received closure letter SEBI/HO/CFID/CFID-SEC2/P/OW/2022/53353/1 dated October 19,2022 from SEBI.

8. Non-Compliance of Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company filed appeal with Securities Appellate Tribunal (SAT) against National Stock Exchange of India ("NSE"), whereby the appeal was allowed and Company won the matter against National Stock Exchange of India ("NSE").

9. Arbitration against Janodhar Sikhshan Prasarak Mandal and others: The company has received order in its favour on January 11, 2021 wherein the company shall receive compensation from the Respondents. The company continues to pursue legal options for recovery of proceeds as per the order.

10. Forensic Audit of the Company by EOW : The company has submitted replies and documents for all the queries EOW. The audit is ongoing.

11. Letter received from Educational Trust Vidya Bharti Samiti on services: The company in accordance with the Service Agreement dated 01.04.2012, has invoked the arbitration clause contained in the agreement vide letter dt. 16th May 2023, to adjudicate upon the disputes and differences which have arisen between the company and the trust.

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 (C.P No. 13143) to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023.

Secretarial Audit Report for the financial year ended 31st March,2023 issued by M/s Kaushal Doshi & Associates Company Secretaries in Form MR-3 forms part to this report - 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, as amended from time to time the Board of Directors of your Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Registration No: 00294) as the Cost Auditor for the financial year 2023-24 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 2023-24 along with certificate confirming their Independence.

Cost Audit Report for the year ended 31st March 2022 was filed with the Registrar of Companies, within the prescribed time limit and for the year ended 31st March 2023 the same shall be filed within Prescribed time after completion of Cost Audit by Cost Auditors.

The Company has made and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

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 2022-23 and their report is reviewed by the audit committee from time to time.

ANNUAL RETURN

Pursuant to provision of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for F.Y. 2022-23 is available on Companys website of the Company and can be accessed at https://primeinfobase.in/z_TreeHouse/files/Treehouse_AnnualReturn_31.03.2023.zip

RELATED PARTY TRANSACTIONS

All the transactions with Related Parties are placed before the Audit Committee and are also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. During the Financial Year 2022-23, 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, during the financial year ended on 31st March, 2023 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. 33 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/pdf-files/TREEHOUSE_POLICY_ON_RELATED_PARTY_TRANSACTION_Policy.pdf

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is uploaded on the Companys website at https://primeinfobase.in/z_TreeHouse/pdf-files/TREEHOUSE_Policy_for_determining_Material_Subsidiary_ies_.pdf presently there is no material subsidiary company.

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

RISK MANAGEMENT

As required under Regulation 17(9) of the Listing Regulations, 2015, your Company has established a well-documented and robust risk management framework. The Board of Directors of your Company have adopted the Risk Management Policy which involves identification and prioritization of risk, categorization of risk into high, medium and low based on the business impact and likelihood of occurrence of risks. (Risk mitigation and control measures).

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an independent internal control system which is commensurate with the size and scale of the Company. 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. It evaluates the adequacy of all internal controls and processes and ensures strict adherence to clearly laid down processes and procedures as well as to prescribe regulatory and legal framework. Conforming to the requirements of regulatory authorities such as the RBI and SEBI and consistent with the requirements of the Listing Regulations of the Stock Exchanges, the Company has institutionalized an elaborate system of control processes designed to provide a high degree of assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, reliability of financial controls and compliance with applicable laws and regulations. The Internal Auditors are mandated to carry out periodical audit and report on areas of non-compliances /weaknesses. Corrective actions in case of reported deficiencies, if any, are taken actively to further strengthen the internal control systems. These reports are reviewed by the Audit Committee of the Board of Directors for follow-up action and instructions are issued for taking necessary measures. 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

HUMAN RESOURCES

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, 2013 and 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.

COMPLIANCE OF ACCOUNTING STANDARD:

As per requirements of Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

COMPLIANCE OF SECRETARIAL STANDARDS:

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and General Meetings.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with Section 125 of the Companies Act,2013, the amounts of dividend that remain unpaid or unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund (‘IEPF) established by the Central Government. During the period under review, your Company has transferred Rs.16,810/- (Rupees sixteen thousand eight hundred ten only) to IEPF.

Further, in accordance with sub-section 6 of Section 124 of the Companies Act, 2013, all the shares in respect of which dividend has not been paid or claimed for 7 consecutive years will be transferred to IEPF. Accordingly, 2201 shares had been transferred during FY 2022-23 by the Company.

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 29, 2022) Details of dividends so far transferred to the IEPF Authority are available on the Companys website.

Further, it is being informed that there are no funds or shares lying with the Company to be transferred to IEPF account.

EMPLOYEES STOCK OPTION SCHEME

There were no stock options given by the Company during the financial year 2022-23. All the available stock option shave lapsed on 11th September 2019.

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, 2023 are available on website of the company and can be assessed at link :- https://primeinfobase.in/z_TreeHouse/files/Treehouse_ESOP_Details_as_on_31.03.2023.zip

CEO/CFO CERTIFICATION:

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.

MISCELLANEOUS

• 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 closure of investigation letter from Securities Appellate Tribunal("SAT") dated October 19, 2022 mentioning that investigation and forensic audit stands completed and SEBI will take no action against the Company in this matter.

• There were no material changes or commitments occurred between and at the end of financial year, which may affect the financial position of the company or may require disclosure.

• 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.

• During the year under Report, no funds were raised through employee stock option scheme and employee stock purchase scheme.

ACKNOWLEDGEMENT

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
Rajesh Bhatia
Managing Director& CEO
(DIN: 08334114)
Date: 3rd August, 2023
Place: Mumbai.