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GREYCELLS EDUCATION LIMITED

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If undelivered please return to:

GREYCELLS EDUCATION LIMITEDForum Building, 1 Floor, 11/12,Raghuvanshi Mills Compound, Senapati Bapat Marg,Lower Parel (West), Mumbai - 400013.

Annual Report2014 - 2015

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INDEXParticulars Page No.

Notice ____________________________________________________________________________________________________________

Director’s Report ____________________________________________________________________________________________________

Report on Corporate Governance _______________________________________________________________________________________

Management Discussion and Analysis ___________________________________________________________________________________

Standalone Accounts

Auditor’s Report _____________________________________________________________________________________________________

Balance Sheet ______________________________________________________________________________________________________

Statement of Profit and Loss ______________________________________________________________________________________________

Notes to Account

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________________________________________________________________________________________________

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Consolidated Accounts

Auditor’s Report _____________________________________________________________________________________________________

Balance Sheet ______________________________________________________________________________________________________


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Notes to Accounts ___________________________________________________________________________________________________

Name of the Company : Greycells Education Limited

Registered Offce : Forum Building, 1 Floor, 11/12,Raghuvanshi Mills Compound, Senapati Bapat Marg,Lower Parel (West), Mumbai - 400013.

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BOARD OF DIRECTORS

Mr. Nowshir Engineer : Managing Director

Ms. Bela Desai : Promoter, Non-executive Director

Mr. Abbas Patel : Independent, Non-executive Director

Dr. Anil Naik : Independent, Non-executive Director

Mr. Dharmesh Parekh : Company Secretary & Compliance Officer

COMMITTEES OF BOARD

AUDIT COMMITTEE

Mr. Abbas Patel : Chairman & Member

Dr. Anil Naik : Member

Ms. Bela Desai : Member

NOMINATION & REMUNERATION COMMITTEE




CORPORATE INFORMATION

STAKEHOLDERS RELATIONSHIP COMMITTEE

Ms. Bela Desai : Chairperson & Member

Mr. Abbas Patel : Member

Mr. Nowshir Engineer : Member

STATUTORY AUDITORSFord, Rhodes, Parks & Co.Chartered Accountants

BANKERS

The Federal Bank Limited

Kotak Mahindra Bank Limited

REGISTRAR & SHARE TRANSFER AGENT

Bigshare Services Pvt. Ltd.E-2/3, Ansa Industrial Estate, Sakivihar Road,Saki Naka, Andheri (East), Mumbai – 400 072Tel : 28470652 / 28470653Fax : 28475207E-Mail : [email protected]

Cash Flow Statement

AOC - 1

Cash Flow Statement

CIN : L65910MH1983PLC030838

Website : www.greycellsltd.com

E-mail : [email protected]

Contact No. : 022 - 6147 9918

Mr. Yajurvindra Singh Bilkha : Non-Independent, Non-executive Director

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Mr. Samkeet Patel : Chief Financial Officer

INTERNAL AUDITORSP. B. Shetty & Co.Chartered Accountants


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NOTICENOTICE is hereby given that the 32nd ANNUAL GENERAL MEETING of the shareholders of GREYCELLS EDUCATION LIMITED will be held at the Registered office of the Company at Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013 on Wednesday, September 30, 2015 at 9.30 a.m. to transact the following businesses:

ORDINARY BUSINESS:1. To consider and adopt the audited financial statements of the

Company (standalone and consolidated) for the financial year ended 31st March, 2015 together with the Reports of the Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Ms. Bela Desai (DIN : 00917442), who retires by rotation and being eligible, offers herself for re-appointment.

3. To ratify appointment of Statutory Auditors and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Rules made thereunder, as amended from time to time, the appointment of M/s. Ford, Rhodes, Parks & Co., Chartered Accountants (Firm Registration No. 102860W), as Statutory Auditors of the Company for a term of three years i.e. till the conclusion of the Annual General Meeting (AGM) to be held in the year 2017 which was subject to ratification of the appointment at every Annual General Meeting, be and is hereby ratified to hold the office from the conclusion of this AGM till the conclusion of the AGM of the Company to be held in the year 2016, at such remuneration plus service tax and out of pocket expenses as may be determined by the Board of Directors of the Company in consultation with Statutory Auditors.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 161 and all other applicable provisions, if any, of the Companies Act, 2013 Mr. Yajurvindra Singh Bilkha (DIN – 00813711) who was appointed as an Additional Director of the Company w.e.f. 4th July, 2015 by the Board of Directors through Circular Resolution and holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

5. To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to provisions of Section 188(1)(d) and all other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and in terms of applicable provisions of Listing Agreement executed with the Stock Exchange (including any amendment, modification or re-enactment thereof), consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company for entering into proposed transaction with M/s. Valueline Advisors Private Limited as an advisor on allied matters and such other matters as may be assigned by the Company from time to time upto a maximum amount of ` 5,00,000/- (Rupees Five Lacs only) per month exclusive of all out-of-pocket expenses w.e.f. 1st October, 2015.

RESOLVED FURTHER THAT any one of the Director or Company Secretary of the Company be and is hereby authorized to sign any document or agreement for above proposed transaction on behalf of the Company and modify the terms and conditions from time to time and to do all such acts, deeds, matters and things as may be necessary for the purpose of giving effect to this resolution.”

By Order of the Board of Directors of Greycells Education Limited

Place : Mumbai Dharmesh ParekhDate : 13th August, 2015 Company Secretary

Registered Office :Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. CIN No.: L65910MH1983PLC030838 E-mail : [email protected] Website: www.greycellsltd.com

NOTES:1. A member entitled to attend and vote at the meeting is entitled

to appoint a proxy to attend and vote on a poll instead of himself / herself. Such a proxy need not be a member of the Company. The instrument of proxy in order to be effective must be received by the Company not less than 48 hours before the commencement of the meeting. A proxy so appointed shall not have any right to speak at the meeting.

A person can act as a proxy on behalf of not more than fifty members and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. All documents referred to in the accompanying Notice are available for inspection at the registered office of the Company during office hours on all days except Saturdays, Sundays and public holidays, up to the date of this 32nd AGM.

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the meeting is annexed hereto.

4. Members are requested to bring their copy of the Annual Report to the meeting.

5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. The Register of Members & Share Transfer Books of the Company will remain closed from September 28, 2015 to September 30, 2015 (both days inclusive).

7. Members desirous of asking any questions at 32nd AGM are requested to send in their questions so as to reach the Company’s registered office at least seven days before the date of the AGM, so that the same can be suitably replied to.

8. In accordance with the provisions of Section 72 of the Companies Act, 2013, members are entitled to make nominations in respect of the equity shares held by them, in physical form. Members desirous of making nominations may procure the prescribed form from the Registrar & Share Transfer Agents, M/s. Bigshare Services Private Limited and have it duly filled and sent back to them.

9. Members are requested to intimate change of address, if any, in case of shares held in electronic form to the concerned depository participant quoting their DP Id number and in case of shares held in

ANNUAL REPORT 2014-15

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physical form to the Registrar & Share Transfer Agent, M/s. Bigshare Services Private Limited at E-2/3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai – 400072.

10. Corporate Members intended to attend the AGM through their authorized representative are requested to send a duly certified copy of the board resolution authorizing their representatives to attend and vote on their behalf at the meeting.

11. Attendance Slip is annexed to the Proxy Form. Members are requested to fill up the particulars of the attendance slip, affix their signature in the appropriate place and hand it over to the Company’s officials/Registrars at the entrance of the Meeting venue.

12. To promote green initiative, members are requested to register their email addresses through their Depository Participants for sending the future communications by e-mail. Members holding the shares in physical form may register their e-mail addresses through the RTA, giving reference to their Folio Number.

13. Members may also note that the Annual Report for FY 2014-15 will also be available on the Company’s website www.greycellsltd.com for their download.

14. E-voting

In compliance with Section 108 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement entered into with the Stock Exchange, the Company is pleased to provide its Members facility of ‘remote e-voting’ (e-voting from a place other than venue of the AGM) to exercise their right to vote at the Annual General Meeting by electronic means and all the business may be transacted through e-voting services provided by Central Depository Services (India) Limited (CDSL).

The facility for voting, either through electronic voting system or through ballot/polling paper shall also be made available at the venue of the AGM. The members attending the meeting, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the meeting. The members who have already cast their vote through remote e-voting may attend the meeting but shall not be entitled to cast their vote again at the AGM.

The remote e-voting period for all items of business contained in this Notice shall commence from Sunday, September 27, 2015 at 9.00 a.m. and will end on Tuesday, September 29, 2015 at 5.00 p.m. During this period, members holding equity shares of the Company either in physical form or in dematerialized form as on the cut-off date of September 23, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by any Member, he/she shall not be allowed to change it subsequently.

The voting rights of Members shall be in proportion to their equity shareholding in the paid up equity share capital of the Company as on September 23, 2015.

15. The Company has appointed Mr. Ashish Kumar Jain of A. K. Jain & Co, Company Secretaries (holding CP No. 6124), to act as Scrutinizer to conduct e-voting in fair and transparent manner.

16. The Chairperson will order the poll in respect of the items of the notice. Poll will be conducted and supervised under the Scrutinizer appointed for remote e-voting and poll as stated above. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date. The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make not later than three days of conclusion of the meeting a consolidated scrutinizers report of the total votes cast in

favour or against, if any to the chairperson or a person authorized by him in writing who shall countersign the same and chairperson shall declare the results of the voting forthwith.

17. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company www.greycellsltd.com and on the website of CDSL www.evotingindia.com. The results shall simultaneously be communicated to the BSE.

18. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the meeting, i.e. September 30, 2015.

19. The instructions for shareholders voting electronically are as under:(i) The remote e-voting period begins on 27th September, 2015

at 9.00 a.m. and ends on 29th September, 2015 at 5.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23rd September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Log on to the e-voting website www.evotingindia.com

(iii) Click on “Shareholders” tab.

(iv) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number (Serial No. on the Address sticker / Postal Ballot Form / Email) in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.• Please enter the DOB or Dividend Bank Details in

order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field.


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(ix) After entering these details appropriately, click on “SUBMIT” tab.

(x) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for ‘‘Greycells Education Limited’’ on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page.

(xviii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporates.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast

vote.

(B) The voting period begins on 27th September, 2015 at 9 a.m. and ends on 29th September, 2015 at 5 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23rd September, 2015, may cast their vote electronically. The e-voting

module shall be disabled by CDSL for voting thereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

ANNEXURE TO THE NOTICE

INFORMATION PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT REGARDING RE-APPOINTMENT OF DIRECTORMs. Bela Desai, aged 50 years, is a Fellow member of the Institute of Company Secretaries of India and holds a Degree in Law. With a career spanning over 19 years in Corporate India, her expertise is in areas of corporate structuring, mergers and acquisitions, fund raising etc.

She is a non-independent, non-executive Director on the Company’s Board. She is also a member of Audit Committee and Nomination & Remuneration Committee. She is a Chairperson of Stakeholders Relationship Committee of the Company. She holds 8,84,100 equity shares (being 11.18%) in the Company. She is also on the Board of Value Line Advisors Private Limited.

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 4Mr. Yajurvindra Singh Bilkha was appointed as an Additional Director of the Company w.e.f. 4th July, 2015 through Circular Resolution pursuant to Section 161 and all other applicable provisions, if any, of the Companies Act, 2013. His term as Director expires at this Annual General Meeting. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing Mr. Yajurvindra Singh Bilkha as a candidature for the office of Director of the Company liable to retire by rotation.

Mr. Yajurvindra Singh Bilkha, popularly called as Sunny aged about 63 years, has the unique distinction of playing cricket for India and combining it with 38 years of corporate experience. He is from the erstwhile princely family of Bilkha, in Junagadh district in Saurashtra. He schooled at Rajkumar College in Rajkot, completed his Bachelor of Arts in Economics (Special) from Pune University and did his marketing management from the U.K.

He spent 26 years working for one of the leading Automobile companies in India, Mahindra and Mahindra. He was involved with the sales and marketing of their utility and 4WD vehicle in the International and Domestic markets. In the year 2000, he was instrumental in setting up, as the Managing Director, one of the top leading international cricket brands, Wisden into India. He established the Wisden website, a Wisden Asia cricket magazine, the Wisden 20-20 television program and the Wisden awards made famous by the Wisden Indian cricketer of the Century. Thereafter, in 2004 he joined India’s leading IT and the most valued company, Tata Consultancy Services (TCS) to Head their Indian Marketing and Events team. He retired in September 2012 and is still a consultant/advisor to TCS. Apart from being part of the senior management marketing team of Mahindra’s and TCS, he also played a prominent part in their sports, health and wellness related activities.

He played cricket for the country and holds two cricket world records, one being for the maximum catches in an innings and the second for the maximum catches in a Test match. Both these records still stand and he achieved this against England in 1977 in his very first Test match. He was part of India’s 1979 World cup side played International cricket against England, Australia, West Indies and Pakistan. He played and led two of the State teams, Maharashtra and Saurashtra in the domestic cricket tournament and also played for Blackpool in England and Ballymena in Northern Ireland.

He writes regularly for magazines and publications and is also involved with motivational talks on various sports forums and on television. He has his own consulting company – YSB Consulting. Presently, he is a marketing and sports consultant advising on all sports related activities for Corporate Institutions and schools and on marketing for International companies coming into India.


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Considering the overall experience and expertise of Mr. Yajurvindra Singh Bilkha, his appointment on Board as Non Executive Director will be in the best interest of the Company.

He does not hold any shares in the Company. He is also on the Board of Fancy Nets Private Limited, Ellora Investment Company Private Limited and Pushya Trading Private Limited.

Your Directors recommends the ordinary resolution for your approval.

None of the Directors, Key Managerial Persons (KMPs) of the Company or the relatives of Directors or KMPs, except Mr. Yajurvindra Singh Bilkha is any way concerned or interested in the above resolution at Item No. 4 of the Notice.

Item No. 5In accordance with the provisions of Section 188 (1)(d) of the Companies Act, 2013 and the rules framed there under, related party transactions for availing or rendering any services directly or through appointment of agent, exceeding ten per cent of the turnover of the Company or rupees fifty crores, whichever is lower shall not be entered into except with the prior approval of the members by way of a special resolution.

The third proviso of Section 188(1) provides that nothing in this sub-section shall apply to any transactions entered into by the company in its ordinary course of business other than transactions which are not on an arm’s length basis.

The Audit Committee and Board of Directors at their respective meetings held on 13th August, 2015, have considered and approved the proposed transaction with M/s. Valueline Advisors Pvt Ltd. The aggregate annual value of the transaction with M/s. Valueline Advisors Pvt Ltd. will exceed ten per cent of the turnover of the Company for the preceding financial year 2014-15. The proposed transaction is in the ordinary course of business as well as on an arm’s length basis. However, as an abundant caution and as a matter of good governance it is proposed to obtain prior approval of the members by way of a special resolution.

All prescribed disclosures as required to be given under the provisions of the Act and the Companies (Meetings of Board and its Powers) Rules, 2014 are given below :-

a. Name of the related party

M/s. Valueline Advisors Pvt Ltd

b. Name of the director or key managerial personnel who is related, if any

Ms. Bela Desai, Promoter, Non Executive Director

c. Nature of relationship

Ms. Bela Desai have significant influence in M/s. Valueline Advisors Pvt Ltd

d. Nature, material terms, monetary value and particulars of the contract or arrangement

The contract with M/s. Valueline Advisors Private Limited as an advisor on allied matters and such other matters as may be assigned by the Company from time to time with effect from 1st October, 2015 till terminated on mutual consent by both the parties. The value of transaction is maximum upto ` 5 lacs per month exclusive of all out-of-pocket expenses w.e.f. 1st October, 2015

e. Any other information relevant or important for the members to make a decision on the proposed transaction

The transaction is in the ordinary course of business of the Company as well as on an arm’s length basis and is in the interest of the Company. Though not legally required still approval of the members is being sought as an abundant caution and as a matter of good governance.

Members are hereby informed that pursuant to second proviso of section 188(1) of the Companies Act, 2013, no member of the Company shall vote on such resolution, to approve any contract or arrangement which may be entered into by the Company, if such member is a related party.

Accordingly, approval of the members by a special resolution is sought under Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014

Your Directors recommend the special resolution for your approval.

None of the Directors, Key Managerial Persons (KMPs) of the Company or the relatives of Directors or KMPs, except Ms. Bela Desai is any way concerned or interested in the above resolution at Item No. 5 of the Notice.

By Order of the Board of Directors of Greycells Education Limited

Place : Mumbai Dharmesh Parekh Date : 13th August, 2015 Company Secretary

Registered Office :Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. CIN No.: L65910MH1983PLC030838 E-mail : [email protected] Website: www.greycellsltd.com

Route Map to the venue of the AGM


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DIRECTORS’ REPORTDear Shareholders,

Your Directors present the 32nd Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2015.

Financial Results/State of Company’s AffairsDuring the year under review, the Company earned total consolidated revenue of ` 861.06 lacs for the year as against ` 995.44 lacs in the previous year. Standalone revenues during the year stood at ` 353.95 lacs as against ` 363.33 lacs in the previous year.

The consolidated profit before tax for the year stood at ` 92.96 lacs as against ` 57.05 lacs in the previous year. The standalone profit before tax for the year was ` 20.92 lacs as against loss of ` 20.69 lacs in the previous year.

DividendThe Directors have refrained from recommending dividend for the year.

Transfer to ReservesYour Company does not transfer any amount to reserves for the financial year 2014-15.

OperationsThe Company is currently engaged in skill training in media and entertainment sectors under the brand name “EMDI Institute of Media & Communication (EMDI)” - a leader in Advertising, Event Management, PR and Journalism. This year EMDI enter’s its 14th year of pioneering training. The Company is currently offering courses of EMDI at Mumbai, Delhi, Indore, Bhopal, Dubai and Uganda. During the year under review, EMDI Institute of Media and Communication, India has received the “The Global Quality Awards” for Quality & Excellence in Professional Education (Media & Communication) from Brands Academy and “The Edutainment Awards” for First Best Event Management School in India from Event Capital. EMDI – Dubai courses are accredited by EDEXCEL ASSURED CENTRE, UK’s largest vocational accreditation board and EMDI Dubai is probably the only Institute offering industry relevant specialised courses in Dubai.

During the year under review, the Company has also launched industry relevant courses in Digital Marketing & E-commerce under the brand name “World Media Academy (WMA)”. With this initiative the Company continues to support the Prime Minister – Mr. Narendra Modi’s vision of both Skill India & Digital India. For the pilot batch, WMA has received an encouraging response.

The Company also offers specialized course in Wedding Planning through a LLP venture Company.

Directors and Key Managerial PersonnelIn accordance with the provisions of the Companies Act, 2013 (the Act) and Articles of Association of the Company, Ms. Bela Desai will retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Brief profile of Ms. Bela Desai is annexed to the Notice of Annual General Meeting as stipulated under Clause 49 of the Listing Agreement with the BSE.

To broad base the Board of Directors, Mr. Yajurvindra Singh Bilkha was appointed as an Additional Director of the Company w.e.f. 4th July, 2015 through circular resolution and the Board has ratified his appointment at their meeting held on 13th August, 2015. He holds office upto the forthcoming Annual General Meeting pursuant to provisions of Section 161 of the Companies Act, 2013. The Company has received notice under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director liable to retire by rotation.

Mr. Nowshir Engineer has been re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 1st July, 2014 and the said re-appointment has been approved by the Central Government and members of the Company at their Annual General Meeting held on 25th September, 2014.

Pursuant to Section 149 of the Companies Act, 2013, Mr. Abbas Patel and Dr. Anil Naik appointed as Independent Directors of the Company, not liable to retire by rotation for a period of five consecutive years with effect from 25th September, 2014. These Directors have given the declarations of independence to the Board confirming that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Farhad Wadia has resigned as Director of the Company with effect from 13th May, 2015. The Board places on record its appreciation for the valuable contribution made by him during his tenure as a Director of the Company.

Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. Nowshir Engineer, Managing Director, Ms. Binal Gala, Chief Financial Officer and Mr. Dharmesh Parekh, Company Secretary, were formalized as the Key Managerial Personnel of the Company. During the year, Ms. Binal Gala has resigned as Chief Financial Officer of the Company and in her place Mr. Samkeet Patel has appointed as Chief Financial Officer of the Company.

Particulars of EmployeesSince none of the employees of the Company was drawing remuneration in excess of the limits laid down under the provisions of Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, therefore details therewith are not furnished.

Details of Remuneration to DirectorsThe information relating to remuneration of directors as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is given in Annexure A to this report.

Number of Meetings of the BoardDuring the financial year ended on 31st March, 2015 the Board of Directors of your Company have met 7 (Seven) times. For further details, please refer report on Corporate Governance of this Annual Report.

Details of Committees of DirectorsComposition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held of each Committee during the financial year 2014 – 15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to the Board has been accepted by it.

Material Changes and Commitment affecting the Financial Position of the CompanyThere have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Subsidiary Companies and Joint venturesYour Company has one subsidiary company viz., EMDI (Overseas) FZ LLC, a wholly owned subsidiary. The Company is also one of the partners in EMDI Wedding Academy LLP (50% share).

The gross revenue of subsidiary for the financial year 2015 stood at AED 3,108,944 (Previous Year : AED 3,250,069). During the year, the Company had a profit of AED 495,875 (Previous year : AED 488,987).

The gross revenue of joint venture partnership for the financial year 2015 stood at ` 19.20 lacs as against ` 6.87 lacs in the previous period. The profit before tax for the financial year 2015 was ` 1.52 lacs as against loss of ` 0.65 lacs in the previous period.

The Company has divested its entire shareholding in its joint venture subsidiary - Eduhub Education Private Limited on 31st March, 2015, therefore, Eduhub Education Private Limited ceased to be a joint venture subsidiary of the Company.


6

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. Further there has been no material change in the nature of business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiary company and joint venture partnership for the year ended 31st March, 2015 in Form AOC – 1 is attached to the financial statements of the Company. As required under the Companies Act, 2013 and the Listing Agreement with the Stock Exchange, the Company has prepared the Consolidated Financial Statements of the Company along with its subsidiary and joint venture partnership as per Accounting Standard which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary company and joint venture partnership along with related detailed information will be made available to the shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company and joint venture partnership are also kept for inspection by any members at the Registered Office of the Company on all working days except Saturdays, during business hours upto the date of the meeting.

Whistle Blower Policy/Vigil MechanismYour Company has framed Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the policy are given in Corporate Governance Report and policy is posted on the Company’s website www.greycellsltd.com.

Risk Management PolicyYour Company has approved Risk Management Policy wherein all material risks faced by the Company are identified and assessed. For each of the Risks identified, corresponding controls are assessed and policies and procedure are put in place for monitoring, mitigating and reporting risk on a periodic basis.

Nomination and Remuneration PolicyAs required under Section 178 of the Companies Act, 2013 the Board of Directors has approved the Nomination and Remuneration Policy, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013. Gist of this policy are given in Annexure - B to this report. The detailed policy is posted on the Company’s website www.greycellsltd.com.

Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Complaint Redressal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is summary of sexual harassment complaints received and disposed off during the calendar year :

No. of complaints received NilNo. of complaints disposed off Nil

Extract of Annual ReportThe details forming part of the Extract of Annual Return in Form MGT – 9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure - C and form integral part of this Report.

Auditors and Auditors’ ReportStatutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on 25th September, 2014 till the conclusion of the AGM to be held in the year 2017, subject

to ratification of their appointment at every AGM. The Board of Directors of the Company at its meeting held on 13th May, 2015 recommended to the members of the company ratification of appointment of M/s. Ford, Rhodes, Parks & Co., Chartered Accountants as the Statutory Auditors of the Company for the financial year 2015-16.

The Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

The notes on accounts referred to in the Auditors’ Report are self explanatory and do not require further clarifications by the Board except the Auditors has given one qualified opinion that is “The consolidated financial statements do not include the results of its erstwhile joint venture subsidiary - Eduhub Education Private Limited for the year ended 31st March, 2015.”

The reply of your Directors with respect to it as “The management of the operation of the joint venture subsidiary company – Eduhub Education Private Limited vested with minority shareholders. The Company did not receive the duly approved audited/unaudited financial results post June, 2014, hence the Company has not consolidated the same in its quarterly results. As on 31st March, 2015, the Company has divested its entire shareholding in its joint venture subsidiary.“

Secretarial Audit

The Board has appointed Mr. Ashish Kumar Jain of A. K. Jain & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure - D to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks or disclaimer.

Deposit from PublicThe Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

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

Related Party TransactionAll Related Party Transactions entered during the year were in Ordinary Course of the Business and on arm’s length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC – 2 is not applicable.

All related party transactions are placed before the Audit Committee and also before the Board for approval on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.

The details of the related party transactions as required under Accounting Standard -18 are set out in Note No. 31 to the Standalone financial statements forming part of this Annual Report.

Board EvaluationPursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors of the Company has carry out Annual evaluation of its own performance, its Committees and individual directors, the Board as a whole and that of Chairman after taking into consideration of the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was completed. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.


7

Particulars of Conservation of Energy, technology absorption and foreign exchange earning and outgoa) Conservation of Energy The Company is not involved in any manufacturing activity and hence

has low energy consumption levels. Nevertheless, the Company makes all efforts to conserve and optimize the use of energy by using energy – efficient infrastructure, computers and equipments with latest technologies.

b) Technology Absorption and Research and Development The Company’s research and development focus is on developing

new frameworks, processes and methodologies to improve the speed and quality of service delivery.

c) Foreign Exchange Earnings and Outgo The earnings and expenditure in foreign exchange were as under:

Earning ` 10.64 lacs

Expenditure ` 0.60 lacs

Corporate Governance Report and Management’s Discussion and Analysis ReportA separate section on Corporate Governance along with the Management Discussion & Analysis forming part of Directors’ Report and certificate from the company secretary in whole time practice regarding compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement is annexed to and forms part of the Director’s Report.

The Ministry of Corporate Affairs has made majority of the provisions of the Companies Act, 2013 effective from 1st April, 2014. Your Company is already in substantial compliance of most of the governance requirements provided under the new law. Pursuant to the revised Clause 49 of the Listing Agreement your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement are complied with. As on the last day of the previous financial year, the paid up equity share capital of the Company is ` 7,90,77,150/- therefore Clause 49 shall not be mandatory to the Company as per the SEBI Circular No. CIR/CFD/POLICY CELL/712014 dated, September 15, 2014. However the Company has complied with some of the provisions of Clause 49 voluntarily to the extent possible. Your Company has proactively adopted provisions related to formation of Nomination and Remuneration Committee and Stakeholder Relationship Committee, ahead of implementation of the new law. Your Company is committed to embrace the new law in letter and spirit.

Directors’ Responsibility StatementIn terms of Section 134(3)(c) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March, 2015, the Board of Directors confirm/state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departure;

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, 2015 and of the profit 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.

AcknowledgementsYour Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors etc. for their continued support during the year.

By order of the Board of Directors of Greycells Education Limited

Place : Mumbai Abbas PatelDate : 13th August, 2015 Chairman


8

Annexure - ADetails of Remuneration of Director

Section 197(12) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014

i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014 – 15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014 – 15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under :

Sr. No.

Name of Director / KMP and Designation

Remuneration of Director/KMP for

financial year 2014 – 15(` in lacs)

% increase in Remuneration in the

Financial Year 2014 - 15

Ratio of remuneration of each Director/

to median remuneration of

employees

Comparison of the Remuneration of the KMP against the performance

of the Company

1. Nowshir Engineer, Managing Director 0 N.A. N.A. The profit before tax for the year was ` 20.92 lacs as against loss of ` 20.69 lacs in the previous year.

2. Dharmesh Parekh, Company Secretary 10.60 2.75% N.A.

3. Samkeet Patel*, Chief Financial Officer 1.54 N.A. N.A.

4. Binal Gala*, Chief Financial Officer 1.88 N.A. N.A.

Notes :

1. Mr. Nowshir Engineer, Managing Director of the Company receives remuneration from EMDI (Overseas) FZ LLC, wholly owned subsidiary of the Company.

2. None of the Non Executive Directors has received any remuneration other than sitting fees during the financial year 2014–15.3. *Ms. Binal Gala has resigned as CFO w.e.f. 8th August, 2014 and Mr. Samkeet Patel appointed in her place w.e.f. 5th February, 2015.

ii) The median remuneration of employees of the Company for the financial year was ` 3.60 lacs.

iii) During the financial year, there was an increase of 90.36% in the median remuneration of employees.

iv) There were 16 permanent employees on the rolls of the Company during the financial year.

v) During the FY 2014-15, average increase in remuneration was 10.59%. The profit before tax for the year was ` 20.92 lacs as against loss of ` 20.69 lacs in the previous year. The average increase in remuneration was in line with the performance of the Company.

vi) The market capitalization as on 31st March, 2015 was ` 1581.54 lacs. (` 600.77 lacs as on 31st March, 2014).

vii) Price Earning Ratio of the Company was 74.07 as on 31st March, 2015 (-38.46 as on 31st March, 2014).

viii) Average percentage increase made in the salaries of the employees other than the managerial personnel (Managing Director, CEO and Wholetime Director) in the FY 2014 -15 is 10.59%.

ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination and Remuneration Policy for Directors and senior management personnel.

x) Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year – Not applicable.

xi) It is hereby affirmed that the remuneration paid during the year ended 31st March, 2015 is as per the Nomination & Remuneration Policy of the Company.


9

Annexure – B

Gist of Nomination and Remuneration Policy

1. Policy for appointment and removal of Director, KMP and Senior Management

(A) Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/satisfactory for the concerned position.

c) The Committee shall devise a policy on Board diversity after reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board which will facilitate the Committee to recommend on any proposed changes to the Board to complement the Company’s corporate strategy.

(B) Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

(C) Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

(D) Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular interval (yearly).

2. Policy relating to the remuneration for the Whole-time Director, KMP and Senior Management Personnel

(A) General:

a) The remuneration/compensation/commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

b) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage/slabs/conditions laid down in the provisions of the Act.

c) Term/Tenure of the Directors shall be as per company’s policy and subject to the provisions of the Act.

d) Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

(B) Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

a) Fixed pay:

The Whole-time Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board. The breakup of the pay scale and quantum of perquisites shall be decided and approved by the Board/the Person authorized by the Board and approved by the shareholders and Central Government, wherever required.

b) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

(C) Remuneration to Non- Executive / Independent Director:

a) Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Act.

b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be decided by the Board and subject to the limit as provided in the Act.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.


10

Annexure - CForm No. MGT – 9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31st March, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

i) CIN L65910MH1983PLC030838ii) Registration Date 14/09/1983iii) Name of the Company Greycells Education Limitediv) Category / Sub – Category of the Company Company limited by shares / Indian Non-Government Companyv) Address of the Registered office and contact

detailsForum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013Tel : 022-61479918

vi) Whether listed company Yesvii) Name, Address and Contact details of

Registrar and Transfer Agent, if anyBigshare Services Private LimitedE-2/3, Ansa Industrial Estate, Saki Vihar Road,Saki Naka, Andheri (East), Mumbai – 400072Tel No. 022–40430200

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main services NIC Code of the service % to total turnover of the company1. Education 854 79.27%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No.

Name and Address of the Company CIN/GLN Holding/Subsidiary/Associate

% of shares held

Applicable Section

1 EMDI (Overseas) FZ LLCBlock 13, 1st Floor, Office F15, Dubai Knowledge Village, PO Box 500499

N.A. Wholly Owned Subsidiary 100% 2(87)

2 EMDI Wedding Academy LLPForum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013

AAB-7212 Joint Venture Partner 50% -

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category – wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year (As on 1st April, 2014)

No. of Shares held at the end of the year (As on 31st March, 2015)

% Change during the

yearDemat Physical Total % of Total shares

Demat Physical Total % of Total shares

A. Promoters(1) Indiana) Individual/HUF 535750 0 535750 8.92 535750 0 535750 6.78 (2.14)*b) Central Govt 0 0 0 0 0 0 0 0 0c) State Govt(s) 0 0 0 0 0 0 0 0 0d) Bodies Corporates 956817 0 956817 15.93 2858841 0 2858841 36.15 20.22*e) Banks/FI 0 0 0 0 0 0 0 0 0f) Any other.. 0 0 0 0 0 0 0 0 0Sub – total (A)(1): 1492567 0 1492567 24.84 3394591 0 3394591 42.93 18.09*(2) Foreigna) NRIs- Individuals 0 0 0 0 0 0 0 0 0b) Other – Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0 0d) Banks / FI 0 0 0 0 0 0 0 0 0e) Any Other.. 0 0 0 0 0 0 0 0 0Sub –total (A)(2): 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter (A) = (A)(1) + (A)(2)

1492567 0 1492567 24.84 3394591 0 3394591 42.93 18.09*


11

Category of Shareholders No. of Shares held at the beginning of the year (As on 1st April, 2014)

No. of Shares held at the end of the year (As on 31st March, 2015)

% Change during the

yearDemat Physical Total % of Total shares

Demat Physical Total % of Total shares

B. Public Shareholding1. Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs 430279 0 430279 7.16 654284 0 654284 8.27 1.11*

h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub – total (B)(1): 430279 0 430279 7.16 654284 0 654284 8.27 1.11*

2. Non – Institutions

a) Bodies Corporates

i) Indian 1370986 8100 1379086 22.96 1231409 8100 1239509 15.67 (7.29)

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakh

503255 8634 511889 8.52 467678 8634 476312 6.02 (2.50)

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

678957 0 678957 11.30 574938 0 574938 7.27 (4.03)

c) Others (specify) 0 0 0 0 0 0 0 0 0

Clearing Member 0 0 0 0 1200 0 1200 0.02 0.02

Non Resident Indians (NRI) 1514937 0 1514937 25.22 1566881 0 1566881 19.81 (5.41)

Sub – total (B)(2):- 4068135 16734 4084869 67.99 3842106 16734 3858840 48.80 (19.19)

Total Public Shareholding (B) = (B)(1)+(B)(2)

4498414 16734 4515148 75.16 4496390 16734 4513124 57.07 (18.09)

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 5990981 16734 6007715 100 7890981 16734 7907715 100 0

ii) Shareholding of Promoters

Sl No

Shareholder’s Name Shareholding at the beginning of the year (As on 1st April, 2014)

Shareholding at the end of the year (As on 31st March, 2015)

% Change in shareholding

during the year

No. of Shares

% of total Shares of the

Company

% of SharesPledged /

encumbered to total shares

No. of Shares

% of total Shares of the

Company

% of SharesPledged /

encumbered to total shares

1 Krisma Investments Private Limited 711317 11.84 0 2613341 33.05 0 21.21

2 Bela Desai 494100 8.22 0 494100 6.25 0 (1.97)

3 Sanjiv K Chainani 41650 0.69 0 41650 0.53 0 (0.16)

4 Malka Sanjiv Chainani 0 0 0 0 0 0 0

5 Value Line Advisors Private Limited 215500 3.59 0 215500 2.73 0 (0.86)

6 Systematik Finvest Pvt Ltd 30000 0.50 0 30000 0.38 0 (0.12)

Total 1492567 24.84 0 3394591 42.93 0 18.10


12

iii) Change in Promoters’ shareholding

Sl No.

Name of Promoter Shareholding at the beginning of the year Cumulative Shareholding during the yearNo. of shares % of total shares of

the companyNo. of shares % of total shares of

the company1 Krisma Investments Private Limited

At the beginning of the yearAllotment on 13th May, 2014Market Purchase as on 26th June, 2014 (Acquisition of shares in open offer)At the End of the year

7113171900000

2024

2613341

11.8424.03

0.03

33.05

71131726113172613341

11.8433.0233.05

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sl No.

Name of Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares of the company


1 Koppara Sajeeve ThomasAs on 1st April, 2014 784390 13.06 784390 13.06No Movement During the year - - - -As on 31st March, 2015 784390 9.92

2 Nowshir Rusi EngineerAs on 1st April, 2014 421000 7.01 421000 7.01No Movement During the year - - - -As on 31st March, 2015 421000 5.32

3 Popatlal Tolchandji JainAs on 1st April, 2014 299000 4.98 299000 4.98No Movement During the year - - - -As on 31st March, 2015 299000 3.78

4 Grovsnor Investment Fund LtdAs on 1st April, 2014 69782 1.16 69782 1.16Market Purchase on 13.06.2014 227005 2.87 296787 3.75As on 31st March, 2015 296787 3.75

5 India Max Investment Fund LtdAs on 1st April, 2014 260697 4.34 260697 4.34Market Sale on 04.04.2014 -1000 -0.01 259697 4.32Market Sale on 25.04.2014 -2000 -0.03 257697 4.29As on 31st March, 2015 257697 3.26

6 Religare Finvest LtdAs on 1st April, 2014 687162 11.44 687162 11.44Market Sale on 13.06.2014 -490000 -6.20 197162 2.49As on 31st March, 2015 197162 2.49

7 Prime Broking Company India LtdAs on 1st April, 2014 192101 3.20 192101 3.20No Movement During the year - - - -As on 31st March, 2015 192101 2.43

8 Judith Investment Private LimitedAs on 1st April, 2014 121000 2.01 121000 2.01No Movement During the year - - - -As on 31st March, 2015 121000 1.53

9 Prime India Opportunity LtdAs on 1st April, 2014 99800 1.66 99800 1.66No Movement During the year - - - -As on 31st March, 2015 99800 1.26


13

Sl No.

Name of Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year



10 Keynote Capitals Ltd**As on 1st April, 2014 0 0 0 0Market Purchase on 13.06.2014 260000 3.29 260000 3.29Market Purchase on 25.07.2014 6281 0.08 266281 3.37Market Purchase on 01.08.2014 163 0.00 266444 3.37Market Purchase on 08.08.2014 1699 0.02 268143 3.39Market Purchase on 15.08.2014 925 0.01 269068 3.40Market Purchase on 29.08.2014 400 0.01 269468 3.41Market Purchase on 30.09.2014 1000 0.01 270468 3.42Market Purchase on 10.10.2014 1897 0.02 272365 3.44Market Purchase on 07.11.2014 7595 0.10 279960 3.54Market Purchase on 14.11.2014 1200 0.02 281160 3.56As on 31st March, 2015 281160 3.56

11 Prime Securities Limited***As on 1st April, 2014 79000 1.31 79000 1.31No Movement During the year - - - -As on 31st March, 2015 79000 1.00

12 Bela Properties****As on 1st April, 2014 55690 0.93 55690 0.93Market Purchase on 18.04.2014 5321 0.09 61011 1.02Market Purchase on 16.05.2014 8833 0.11 69844 0.88As on 31st March, 2015 69844 0.88

Notes :1. *Decrease in the % of total shares of the Company is due to issue and allotment of 1900000 Equity shares of ̀ 10 /- each on 13th May, 2014 to Krisma

Investments Private Limited (one of the promoter of the Company) on preferential allotment basis.

2. **Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflected above since the shareholder was one of the Top 10 shareholders as on 31-03-2015.

3. ***Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reflected above since the shareholder was one of the Top 10 shareholders as on 01-04-2014.

4. ****Not in the list of Top 10 shareholders as on 01-04-2014 and 31-03-2015. The same was reflected above since the shareholder was one of the Top 10 shareholders during the period from 09.05.2014 to 06.06.2014.

v) Shareholding of Directors and Key Managerial Personnel:

Sl No. Name of Directors & KMP Shareholding at the beginning of the year

Cumulative Shareholding during the year



1. Bela Desai, Non – Executive DirectorAs on 1st April, 2014 494100 8.22 494100 8.22No movement during the year - - - -As on 31st March, 2015 494100 6.25

2. Abbas Patel, Independent, Non – Executive DirectorAs on 1st April, 2014 40000 0.67 40000 0.67No movement during the year - - - -As on 31st March, 2015 40000 0.51

3. Anil Naik, Independent, Non – Executive DirectorAs on 1st April, 2014 0 0 0 0No movement during the year - - - -As on 31st March, 2015 0 0


14

Sl No. Name of Directors & KMP Shareholding at the beginning of the year

Cumulative Shareholding during the year



4. Nowshir Engineer, Managing DirectorAs on 1st April, 2014 421000 7.01 421000 7.01No movement during the year - - - -As on 31st March, 2015 421000 5.32

5. Dharmesh Parekh, Company SecretaryAs on 1st April, 2014 0 0 0 0No movement during the year - - - -As on 31st March, 2015 0 0

6. Samkeet Patel, Chief Financial OfficerAs on 1st April, 2014 0 0 0 0Market Purchse on 20.02.2015 10 0.00 10 0.00Market Sale on 27.02.2015 -10 0.00 0 0As on 31st March, 2015 0 0

Notes :1. Decrease in the % of total shares of the Company is due to issue and allotment of 1900000 Equity shares of ` 10 /- each on 13th May, 2014 to Krisma

Investments Private Limited (one of the promoter’s of the Company) on preferential allotment basis.

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

Particulars Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial yeari) Principal Amount 0 0 0 0ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 0 0 0Change in Indebtedness during the financial year

•Addition 0 0 0 0•Reduction 0 0 0 0

Net change 0 0 0 0Indebtedness at the end of the financial year

i) Principal Amount 0 0 0 0ii) Interest due but not paid 0 0 0 0iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 0 0 0

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole–time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of MD/WTD/Manager Total AmountNowshir Engineer-Managing Director

1. Gross salary(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) of Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) of Income-tax Act, 1961

- -

2. Stock Option - -3. Sweat Equity - -4. Commission

- As % of profit- Others, specify

- -

5. Others, please specify - -Total (A) - -Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)

- 209293


15

B. Remuneration to other directors :

Sl. No. Particulars of Remuneration Name of Directors Total AmountBela Desai Anil Naik Abbas Patel Farhad Wadia

1 Independent Directors• Fee for attending board/committee meetings• Commission• Others, please specify

---

8,000--

9,000--

---

17,000--

Total (1) - 8,000 9,000 - 17,0002 Other Non-Executive Directors

• Fee for attending board/committee meetings• Commission• Others, please specify

8,000--

---

- --

1500--

9,500--

Total (2) 8,000 - - 1500 9,500Total (B) = (1+2) 8000 8,000 9,000 1500 26,500Total Managerial Remuneration - - - - -Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)

- - - - 20929

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Particulars of Remuneration Key Managerial PersonnelDharmesh

Parekh (CS)Binal Gala

(CFO)*Samkeet Patel

(CFO)*1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) of Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) of Income-tax Act, 1961

11,99,737--

154,000--

1,88,332--

2. Stock Option - - -3. Sweat Equity - - -4. Commission

- As % of profit- Others, specify

- - -

5. Others, please specify - - -Total 11,99,737 154,000 1,88,332

Note : *Ms. Binal Gala has resigned as CFO w.e.f. 8th August, 2014 and Mr. Samkeet Patel appointed in her place w.e.f. 5th February, 2015.

D. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

Type Section of the Companies Act

Brief Description Details of Penalty / Punishment /

Compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made, if any (give Details)

A. COMPANYPenalty - - - - -Punishment - - - - -Compounding - - - - -

B. DIRECTORSPenalty - - - - -Punishment - - - - -Compounding - - - - -

C. OTHER OFFICERS IN DEFAULTPenalty - - - - -Punishment - - - - -Compounding - - - - -


16

Annexure – D

Form No. MR-3SECRETARIAL AUDIT REPORT

For The Financial Year Ended on 31st March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

ToThe MembersGreycells Education LimitedForum Bldg, 1st Floor, 11/12Raghuvanshi Mills CompoundSenapati Bapat MargLower Parel (West)Mumbai - 400013

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Greycells Education Limited (hereinafter called “The Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014 (Not Applicable to the Company during the Audit Period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period);

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period) and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company during the Audit Period).

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Not notified during the audit period and hence not applicable);

(ii) The Equity Listing Agreement entered into by the Company with Stock Exchange i.e. BSE Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We further report thatThe Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the specific events/actions which may have major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. are mentioned below:

S r . No.

Date of event Details of the specific events/actions bearing on Company’s affairs pursuance of the above referred laws, rules, regulations, guidelines etc.

1. 13.05.2014 The Company has issued and allotted of 19,00,000 Equity Shares at ` 10/- each to Krisma Investments Private Limited on preferential allotment basis.

2. 25.09.2014 The shareholders of the Company at their Annual General Meeting had pursuant to Section 180(1)(c) of the Act authorized the Board of Directors to borrow monies in the excess of the aggregate of the paid-up share capital and free reserves of the Company not in excess of ` 100 Crores.

For A K Jain & Co. Company Secretaries

Place: Mumbai Ashish Kumar JainDate: 13th August, 2015 Proprietor


17

REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)

Company’s Philosophy on Corporate Governance

Your Company’s philosophy on Corporate Governance is aimed at optimizing the balance between stakeholders’ interest and corporate goals through the efficient conduct of its business and meeting their obligation in a manner that is guided by trusteeship, transparency, accountability and integrity. The Company endeavors to comply with the requirements of Corporate Governance not merely as a regulatory requirement but also in spirit. As per the SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, compliance with the provisions of Clause 49 of the Listing Agreement is not mandatory to the Company, however the Company has complied with some of the provisions of Clause 49 voluntarily to the extent possible.

The Board of Directors of the Company fully support and endorses Corporate Governance practices as per the provisions of the amended Clause 49 of the Listing Agreement as applicable from time to time. The following is a report on the status with respect to compliance with Corporate Governance for the year ended 31st March, 2015.

COMPLIANCE WITH SEBI CODE OF CORPORATE GOVERNANCE

1. Board of Directors

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company and its subsidiaries. Seven meetings of the Board of Directors were held during the year ended March 31, 2015 on 05.05.2014, 13.05.2014, 16.05.2014, 08.08.2014, 14.11.2014, 05.02.2015 and 13.03.2015. The interval between two meetings was well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and the Listing Agreement. Attendance of Directors at the Board Meetings & Annual General Meeting are as under:

Sr. No.

Names of Director Number of Board meetings

held whilst a Board member

Number of Board meetings attended

Whether attended last AGM held on

25.09.2014

1 Nowshir Engineer 7 2 No

2 Bela Desai 7 6 Yes

3 Abbas Patel 7 7 No

4 Anil Naik 7 6 No

5 Farhad Wadia * 4 1 Yes

6 Yajurvindra Singh Bilkha** N.A. N.A. N.A.

*Mr. Farhad Wadia appointed as an Additional Director w.e.f. August 8, 2014 and resigned w.e.f. May 13, 2015.

**Mr. Yajurvindra Singh Bilkha appointed as an Additional Director w.e.f. July 4, 2015 by Circular Resolution.

The Directors of the Company possess highest personal and professional ethics, integrity and values, and are committed to representing the long term interest of the stakeholders. The Company’s Board comprises 5 Directors with considerable experience in their respective fields. Of these 4 Directors are Non-Executive Directors including one woman director and two Independent Directors. The Chairman of the Board is an Independent Non-Executive Director.

Details of Composition, Category of Directors, their other Directorships, Committee memberships:

Composition and category of DirectorsSr. No.

Name Designation Category Directorship in other

companies

Board Committees

on which member

Board Committees

on which chairperson

1 Abbas Patel

Chairman & Director

Independent,Non-ExecutiveDirector

1 3 2

2 Nowshir Engineer

Managing Director

Non-independent,Executive Director

1 1 -

3 Bela Desai Director Promoter, Non-Executive Director

1 3 1

4 Anil Naik Director Independent,Non-ExecutiveDirector

5 2 -

5 Yajurvindra Singh Bilkha

Director Non-independent, Non-Executive Director

3 - -

No Director is related to any other Director on the Board in terms of the definition of relative given under the Companies Act, 2013.

No compensation is paid to Non-Executive Directors except sitting fees. No sitting fee is paid to the Executive Director for attending the board meetings.

Equity Shares held by Non-Executive Directors are as follows:

Name of Director Equity Shares heldAbbas Patel 40,000Bela Desai 8,84,100Anil Naik NilYajurvindra Singh Bilkha Nil

A brief profile of the Director offering herself for re-appointment at the Annual General Meeting is provided in the annexure annexed to the notice convening the Annual General Meeting for the year 2015.

2. Audit Committee The Company has a qualified and Independent Audit Committee

with all its members being Non-Executive Directors, to oversee the accounting and financial governance of the Company. The Committee acts as a link between the management, statutory auditors and the Board of Directors. Details of Committee meetings held during the year ended 31st March, 2015 and attendance of members are as under:

Sr. No.

Name Designation Category Number of meetings

Held Attended1 Abbas Patel Chairman &

MemberIndependent, Non-ExecutiveDirector

4 4

2 Bela Desai Member Promoter, Non-ExecutiveDirector

4 3

3 Anil Naik Member Independent, Non-ExecutiveDirector

4 4

The role and terms of reference of the Audit Committee covers the areas mentioned in the Clause 49 of the Listing Agreement with the Stock Exchange and Section 177 of the Companies Act, 2013, as amended from time to time, which inter alia includes:

1. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;


18

2. review and monitor the auditor’s independence and performance, and effectiveness of audit process;

3. examination of the financial statement and the auditors’ report thereon;

4. approval or any subsequent modification of transactions of the company with related parties;

5. scrutiny of inter-corporate loans and investments;

6. valuation of undertakings or assets of the company, wherever it is necessary;

7. evaluation of internal financial controls and risk management systems;

8. monitoring the end use of funds raised through public offers and related matters.

3. Stakeholders Relationship Committee In accordance with Section 178 of Companies Act, 2013 and

Clause 49 of the Listing Agreement, the Company has constituted Stakeholders Relationship Committee to consider transfer of shares and resolve the grievances of security holders of the company including complaints related to transfer of shares, non-receipt of dividends, interest, non-receipt of balance sheet etc.

During the year under review, the Committee met four times, details of attendance by the Committee members are as under:

Sr. No.

Name Designation Category Number of Meetings

Held Attended

1 Bela Desai Chairperson& Member

Promoter,Non-ExecutiveDirector

4 3

2 Abbas Patel Member Independent,Non-ExecutiveDirector

4 4

3 Nowshir Engineer Member Non - independent,ExecutiveDirector

4 1

Mr. Dharmesh Parekh – Company Secretary is the Compliance Officer of the Company as approved by the Board of Directors.

During the year ended March 31, 2015 the Company has received one complaint from investor and the same has been resolved within stipulated time. There were no outstanding complaints pending for more than twenty one days. There were no cases, which were not solved to the satisfaction of shareholders.

Status of Investor complaints received during the year under review is as follows:

Particulars Pending as on1st April, 2014

Receivedduring the

year

Disposedduring the

year

Pendingas on 31st

March, 2015No. of Complaints Nil 1 1 Nil

4. Risk Management Committee Vide SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September

15, 2014 it is not mandatory for the Company to Constitute Risk Management Committee. The Company has formulated and adopted Risk Management Policy to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Risk Management Policy is available on the website of the Company www.greycellsltd.com.

5. Nomination and Remuneration Committee The Company has constituted Nomination and Remuneration

Committee at the Board level with the powers and roles that are in accordance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year under review, the Committee met three times, details of attendance by the Committee members are as under:

Sr. No.

Name Designation Category Number of Meetings

Held Attended

1 Abbas Patel Chairman &Member

Independent, Non-Executive Director

3 3

2 Bela Desai Member Promoter, Non-Executive Director

3 2

3 Anil Naik Member Independent, Non-Executive Director

3 3

The terms of reference of the Committee:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and the Board;

3. Devising a policy on Board diversity;4. Identifying persons who are qualified to become directors and

who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

Nomination & Remuneration Policy The Company has a credible and transparent policy in determining

and accounting for the remuneration of Directors. The remuneration policy is aimed at attracting and retaining high caliber talent. Executive Director is entitled for the remuneration by way of salary and commission not to exceed limits prescribed under the Companies Act, 2013 read with Schedule V of the said Act.

The Executive Director is appointed for a period of 3 years w.e.f. 1st July, 2014. The details of remuneration paid to Managing Director during the year ended 31st March, 2015, have been provided under Notes on Accounts.

6. Independent Directors Meeting Pursuant to the provisions of the Companies Act, 2013 and Clause

49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance. During the year under review, the Independent Directors met on February 05, 2015, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole;

2. Evaluation of the performance of the Chairman of the Board, taking into account the views of the Executive and Non- Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Directors expressed their satisfaction with the evaluation process.


19

7. Code of Business Conduct & Ethics The Board of Directors has adopted the Code of Business Conduct

and Ethics for Directors and Senior Management Personnel. The said code has been communicated to the Directors and the Members of the Senior Management Personnel which is also affirmed by them for the financial year ended 31st March, 2015. The declaration affirming compliance by Managing Director is annexed at the end of this report. The Code requires Directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Code has also been posted on the Company’s website at www.greycellsltd.com.

8. Whistle Blower Policy The Company has adopted a Whistle Blower Policy to provide

appropriate avenues to the employees to bring to the attention of the management any issue which is perceived to be in violation of illegal, unethical behavior or in conflict with the fundamental business principles of the Company. The employees are encouraged to raise any of their concerns by way of whistle blowing and none of the employees have been denied access to the Audit Committee. All cases registered under the Code of Business Principles and the Whistle Blower Policy of the Company, are reported to the members of Audit Committee for their review. The Whistle Blower Policy is available on the website of the Company www.greycellsltd.com.

9. Code of Conduct for prevention of Insider Trading Pursuant to the SEBI (Prohibition of Insider Trading) Regulations,

2015 the Company has adopted Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders. The objective of the Code is to prevent purchase and/or sale shares of the Company by an insider on the basis of unpublished price sensitive information. The aforesaid code is available on the website of the Company www.greycellsltd.com.

10. Subsidiary Company During the year under review, the Company has one unlisted

subsidiary company namely EMDI (Overseas) FZ LLC, a wholly owned subsidiary company. The Company has divested its entire shareholding in its joint venture subsidiary - Eduhub Education Private Limited on 31st March, 2015, therefore Eduhub Education Private Limited ceased to be a joint venture subsidiary of the Company. The Audit Committee reviews the financial statement of the subsidiary company. The statements of all significant transactions of the unlisted subsidiary company are placed regularly before the Board of Directors for their review.

The Company is one of the partner in EMDI Wedding Academy LLP (50% share). The Audit Committee also reviews the financial statement of the LLP. The statements of all significant transactions of the LLP are placed regularly before the Board of Directors for their review.

11. Loans and advances in the nature of loan to subsidiaries: Information pursuant to Clause 32 of the Listing Agreement

(` in Lakhs)

Name of the Company Balance as at 31st March, 2015

Maximum Outstanding

during the yearEMDI (Overseas) FZ LLC 31.07 106.26

12. Disclosures All transactions entered with Related Parties for the year under

review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. A comprehensive list of related party transactions as required by Accounting Standard (AS) 18 issued by the Institute of Chartered Accountants of India, forms part of

note no. 31 of Notes to Financial Statements in the Annual Report. The Register of Contracts is periodically placed before the Audit Committee for review and recommendation to the Board for their approval.

There were no materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large. There are no material pecuniary transactions with any Non-Executive as well as Independent Directors of the Company that requires a separate disclosure.

Vide SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 it is not mandatory for the Company to formulate policy on dealing with Related Party Transaction.

The Board reviews the risk assessment and minimization procedure from time to time. The risk management issues are discussed in detail in the report of Management Discussion and Analysis.

The Management Discussion and Analysis Report is prepared in accordance with the requirements laid out in Clause 49 of the Listing Agreement.

The Company has complied with the requirements of the Listing Agreement as well as the regulations/guidelines prescribed by the Securities and Exchange Board of India. There has been no instance of non-compliance by the Company or no penalties were imposed on the Company by the BSE Limited or SEBI or any other statutory authority on any matter related to capital market during the last three years.

The details of compliance with mandatory requirements of Clause 49 are as contained in this Report.

13. Electronic Service of Documents to Members at the Registered Email Address

As a responsible corporate citizen, your Company has been continuously supporting the “Green Initiatives“ taken by the Ministry of Corporate Affairs, Government of India (MCA) and Securities and Exchange Board of India (SEBI).

Accordingly, in respect of members who have registered their email addresses, the Company have been dispatching all documents vide electronic form.

In accordance with Rule 18 of the Companies (Management and Administration) Rules, 2014 notified under the Companies Act, 2013, the Companies may give Notice of the General Meetings through electronic mode. Further, the said Rule provides that advance opportunity should be given at least once in a financial year to the members for registering their email address and changes therein, as may be applicable.

Further Rule 11 of the Companies (Accounts) Rules, 2014 notified under the Companies Act, 2013 provides that in case of listed companies, financial statements may be sent by electronic mode to such members whose shareholding is in dematerialized form and whose email Ids are registered with the Depository for communication purposes. As regards members whose shareholding is held in physical form, the financial statements may be sent in electronic mode to those members who have positively consented in writing for receiving by electronic mode.

In view of the above, the Company shall send all documents to members like General Meeting Notices (including AGM), Annual Reports comprising Audited Financial Statements, Directors’ Report, Auditors’ Report and any other future communication (hereinafter referred as “documents”) in electronic form, in lieu of physical form, to all those members, whose email address is registered with Depository Participant (DP)/Registrars & Share Transfer Agents (RTA) (hereinafter “registered email address’) and made available to us, which has been deemed to be the member’s registered email address for serving the aforesaid documents.


20

To enable the servicing of documents electronically to the registered email address, we request the members to keep their email addresses validated/updated from time to time. We wish to reiterate that members holding shares in electronic form are requested to please inform any changes in their registered e-mail address to their DP from time to time and members holding shares in physical form have to write to our RTA, M/s Bigshare Services Private Limited at their specified address, so as to update their registered email address from time to time.

Please note that the Annual Report of the Company will also be available on the Company’s website www.greycellsltd.com for viewing/downloading. However, in case you do desire to receive the Annual Report in physical form, you are requested to inform us by sending an email to [email protected] indicating your decision. You will be entitled to receive a copy of the annual report at free of cost. Physical copies of the Annual Report will also be available at our Registered Office in Mumbai for inspection during office hours. Physical copies will be sent to those shareholders who do not have valid e-mail address.

14. Managing Director and CFO Certification Certificate on Financial Statements from Mr. Nowshir Engineer,

Managing Director and Mr. Samkeet Patel, Chief Financial Officer of the Company in terms of Clause 49 (IX) of the Listing Agreement entered into with the BSE Limited was placed before the Board of Directors of the Company at their meeting held on 13th May, 2015 and is annexed to this report.

15. Company Secretary’s Certificate on Corporate Governance Certificate from M/s. A. K. Jain & Co, Company Secretaries in terms

of Clause 49 (XI) of the Listing Agreement is attached and forms part of this report.

16. General Body Meetings Location and time of last three AGMs held

Year ended

31st

March

Date of AGM Time of

AGM

Venue

2014 September 25, 2014

9.30A.M.

Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400013

2013 September 30, 2013

9.30A.M.

D-2, 1st Floor, Poddar Chamber, 126, Mathuradas Compound, N.M. Joshi Marg, Lower Parel (W), Mumbai - 400013

2012 September 28, 2012

9.30A.M.

D-2, 1st Floor, Poddar Chamber, 126, Mathuradas Compound, N.M. Joshi Marg, Lower Parel (W), Mumbai - 400013

Special Resolution(s) passed in the last three Annual General Meetings:

1. Appointment of Company for holding an office in which Director is a Director – Annual General Meeting held on 30th September, 2013.

2. Approve borrowing limits of the Company.

During the year under review, the following special resolution was passed by the Company’s shareholders through postal ballot under Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014:

1. Issue of Equity Shares on Preferential Allotment Basis.

The Company has appointed Mr. Ashish Kumar Jain Proprietor of M/s. A. K. Jain & Co. Company Secretaries, as Scrutinizer to conduct the Postal Ballot process in a fair and transparent manner. Postal Ballot Forms received upto the close of working hours on May 2, 2014 had been considered and the result of Postal Ballot was announced on May 5, 2014 at the Registered Office of the Company. The details of results of Postal Ballot are as under:

Votes in favour of the

Resolutions

Votes against the Resolutions

Invalid Votes

Total

Resolution for Issue of Equity Shares on Preferential A l l o tmen t basis

Ballots 17 1 0 18Votes 15,61,329 2 0 15,61,331% 100.00 0 0 100.00

Further, no resolution proposed at the ensuing Annual General Meeting needs to be passed through Postal Ballot.

17. Means of communications Quarterly/annual results are published in Free Press Journal & Nav

Shakti. Up-to-date financial results, annual reports, shareholding patterns, press releases, information on new developments and business opportunities are also available on the Company’s website www.greycellsltd.com. Shareholders information forms part of the Annual Report.

SHAREHOLDER INFORMATION

AGM: Date, Time and Venue

Wednesday, September 30, 2015 at 9.30 a.m. at Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013.

Corporate Identity Number (CIN)

L65910MH1983PLC030838With the MCA21 initiative of the Ministry of Corporate Affairs going live, the Company’s master data and details of corporate filings made by the Company with the MCA may be viewed by the members and other stakeholders at www.mca.gov.in using the above mentioned CIN

Financial Calendar for 2015-16 (tentative and subject to change)- Financial reporting for the quarter ending June 30, 2015

On or before August 15, 2015

- Financial reporting for the quarter ending September 30, 2015

On or before November 15, 2015

- Financial reporting for the quarter ending December 31, 2015

On or before February 15, 2016

Financial reporting for the year ending March 31, 2016

End May, 2016

Date of Book Closure September 28, 2015 to September 30, 2015 (both days inclusive)

Dividend Payment Date N.A.Listing on Stock ExchangesStock codeFees

BSE LimitedCode – 508918The Listing fees paid to the BSE for the financial year 2015-16


21

Market price data The Company’s shares are frequently traded.

Registrar and Share Transfer Agents

Bigshare Services Private LimitedE-2/3, Ansa Industrial Estate,Sakivihar Road, Saki Naka,Andheri (E), Mumbai – 400 072Phone : 28470652 / 53Fax : 28475207Email: [email protected]

Share Transfer System Shares transfers in physical form are registered and returned within 15 days of lodgment, if documents are clear in all respects and demat request are normally confirmed within prescribed time from date of the receipt. During the year, the Company has not received any transfer of shares in physical form.

SEBI Complaints Redress System (SCORES)

The investors’ complaints are also being processed through the centralized web base complaint redressal system. The salient features of SCORES are availability of centralized data base of the complaints, uploading online action taken reports by the Company. Through SCORES the investors can view online, the actions taken and current status of the complaints.

Dematerialization of shares and liquidity

The Company’s equity shares have been admitted in electronic/dematerialized mode by both Central Depository Services (India) Limited and National Securities Depository Limited under the International Securities Identification Number (ISIN) INE791H01011.This number is required to be mentioned in each correspondence relating to the dematerialization of shares of the Company. As on 31st March, 2015, 78,90,981 equity shares representing 99.77% of the company’s total number of shares have been dematerialized.

E-Voting facility to members

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members the facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL).

Plant Locations N.A.Registered Office and Address for correspondence

GREYCELLS EDUCATION LTD.Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013.

Stock Market Data The Monthly High and Low quotation of equity shares traded on BSE

are as under :

Month BSEHigh (`) Low( `)

April’ 14 11.84 9.28May’ 14 12.20 11.30June’ 14 21.49 11.50July’ 14 23.20 19.85August’ 14 30.70 23.00September’ 14 36.50 30.20October’ 14 37.35 31.95November’ 14 43.50 30.40December’ 14 42.50 36.65January’ 15 40.60 24.05February’ 15 25.00 20.70March’ 15 22.05 19.00

• Distribution of Shareholding as on March 31, 2015

Distribution – As on March 31, 2015Range Shareholders Shares

No. of Shares Numbers % to Total

Numbers % to Total

1 – 500 608 72.99 82,381 1.04501 – 1000 58 6.96 49,521 0.631001 – 2000 53 6.36 86,313 1.092001 – 3000 22 2.64 56,004 0.713001 – 4000 10 1.20 35,677 0.454001 – 5000 11 1.32 52,833 0.675001 – 10000 22 2.64 1,72,007 2.1810001 and above 49 5.88 73,72,979 93.24Total 833 100.00 79,07,715 100.00

•Shareholding Pattern as on March 31, 2015

Category No. of shares held

Percentage of shareholding

Promoter’s holding- Indian Promoters 33,94,591 42.93%- Foreign Promoters -- --Non-Promoters HoldingForeign Institutional Investors 6,54,284 8.27%Bodies Corporate 12,39,509 15.67%Indian Public 10,51,250 13.30%Clearing Member 1,200 0.02%Non Resident Indians 15,66,881 19.81%

Total 79,07,715 100.00%


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Declaration regarding compliance by Board Members and Senior Management Personnel with the Company’s Code of Business Conduct & EthicsThis is to certify that the Company has laid down Code of Business Conduct & Ethics for all Board Members and Senior Management Personnel of the Company and the copies of the same are uploaded on the website of the Company – www.greycellsltd.com.

Further certified that the Members of the Board of Directors and Senior Management Personnel have affirmed having complied with the Code applicable to them during the year ended 31st March, 2015.

For Greycells Education Limited

Place: Mumbai Nowshir EngineerDate : May 13, 2015 Managing Director

Auditor’s Certificate on Corporate GovernanceTo The MembersGreycells Education Limited

We have examined all the relevant records of Greycells Education Limited (The Company) for the purposes of certifying the compliances of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into with the stock exchange i.e. BSE Limited for the financial year ended 31st March, 2015.

The compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

In our opinion and to the best of our information and according to the information provided and explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. .

For A. K. Jain & Co. Company Secretaries

Ashish Jain Mumbai Proprietor Date : 13th August, 2015 (C.P. No. 6124)

Certification on Financial Statements of the Company pursuant to Clause 49 of the Listing AgreementWe, Nowshir Engineer, Managing Director and Samkeet Patel, Chief Financial Officer (CFO) of Greycells Education Limited (the Company), certify that:

A. We have reviewed the Financial Statements and the Cash Flow Statement of the Company both on Standalone and Consolidated basis for the year ended March 31, 2015 and that to the best of our knowledge and belief:

i) these statements do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading; and

ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. To the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31, 2015 are fraudulent, illegal or violative to the Company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and Audit Committee deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken to rectify those deficiencies.

D. During the year:

i) There has not been any significant change in internal control over financial reporting;

ii) There have not been any significant changes in accounting policies; and

iii) There have been no instances of significant fraud of which we are aware that involve management or other employees having significant role in the Company’s internal control system over financial reporting.

For Greycells Education Limited

Place: Mumbai Samkeet Patel Nowshir EngineerDate : May 13, 2015 CFO Managing Director


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MANAGEMENT DISCUSSION AND ANALYSIS REPORTEducation Industry“Education is the true alchemy that can bring India its next golden age. Our motto is unambiguous: All for knowledge, and knowledge for all” said by Shri Pranab Mukharjee, The President of India. India, today, is considered as a talent pool of the world, having qualified and educated human resources in abundance. Education is the key to unlocking and building lasting value in a robust economy.

The Indian education sector is one of the largest sunrise sectors contributing to the country’s economic and social growth. The Indian education system, considered as one of the largest in the world, is divided into two major segments of core and non-core businesses. While, schools and higher education for the core group, the non-core business consists of pre-schools, vocational training and coaching classes. The education sector in India is evolving, led by the emergence of new niche sectors like vocational training, finishing schools, child-skill enhancement and e-learning. India has emerged as a strong potential market for investments in training and education sector, due to its favorable demographics (young population) and being a services-driven economy.

India is an important educational centre in the global education industry. Education and training sector is undergoing a sea change in the recent past with the focus shifted from public to private sector. Private sector is also actively involved in education and its role will become more poignant in days to come. The private sector’s role in the higher education sector has been growing at a rapid pace over the last decade and needs to further expand at an accelerated rate. The Education sector in India is poised at a crucial stage in its growth. India’s demographic advantage of having a large population of youth, coupled with low gross enrolment ratios, presents a huge opportunity to education sector players. At the same time, the growth of the Indian economy and upward movement of income levels is boosting spend on Education, which already accounts for the second-highest share of wallet for middle-class households. It is one of the largest education systems in the world along with US and China in terms of enrolments, schools and higher education institutes.

Prime Minister Modi‘s independence day declaration of ‘Make in India’ has in a sense articulated India’s aspirations to be a global leader in the near future. FICCI, too believes that this dream can be achieved only if there is an alignment of vision for skill development, higher education and research with the overall economic agenda. In this context, ‘FICCI Vision 2030 for Higher Education in India’ released last November during 9th FICCI Higher Education Summit, has been timely and appropriate. The FICCI-EY report this year is very much aligned to the Vision 2030 articulated last year and focuses on making Indian higher education globally relevant and competitive. The vision clearly outlines the architecture that would create a high quality, yet equitable and affordable Indian higher education system that is not just the best in the world but the best for the world. (Source: FICCI Higher Education Summit 2014).

As the need to develop and incubate life skills and subject matter expertise is pre-requisite for meaningful career and employment. The parallel focus needs to be on real time education and training to take care and enable students in case of a dropout so that they can support their families in better manner.

The total amount of foreign direct investments (FDI) inflow into the education sector in India stood at US$ 1,071.5 million from April 2000 to January 2015. The Government of India is all set to roll out a new educational policy by 2015, according to Ms. Smriti Irani, Union Minister of Human Resource Development (HRD), Government of India. (Sources : Media Reports, Press Releases, Press Information Bureau, RNCOS Report, Department of Industrial Policy and Promotion (DIPP).

India’s private education sector, currently estimated to be worth $40 billion, is projected to triple in about 10 years. Private groups, both domestic and international, are setting up vocational training, IT training and teacher training programmes, and new campuses are expected to come up across the nation over the coming months, says Nayantaraa Lama.

The Narendra Modi (NaMo) Government has launched the programs called Skill India. The main goal is to create opportunities, space and scope for the

development of the talents of the Indian youth and to develop more of those sectors which have already been put under skill development for the last so many years and also to identify new sectors for skill development. The new programme aims at providing training and skill development to 500 million youth of our country by 2020, covering each and every village. Various schemes are also proposed to achieve this objective. The emphasis is to skill the youths in such a way so that they get employment and also improve entrepreneurship.

According to NaMo, Skill India won’t be just a programme but a movement. Here, youth who are jobless, college and school dropouts, along with the educated ones, from rural and urban areas, all will be given value addition. Certificates will be issued to those who complete a particular skill or programme and this certificate has to be recognized by all public and private agencies and entities, including overseas organisations. This is a programme for the entire nation. Corporate educational institutions, non-government organizations, Government, academic institutions, and society would help in the development of skills of the youths so that better results are achieved in the shortest time possible. The government has set a target of skilling 40.2 crore people by 2022, and the initiatives are aimed at realising this objective.

NaMo also said that both “Digital India” and “Skill India” schemes are interrelated to each other. In other words so as to establish India as digital country we need to train or literate people about digital mediums, and in doing so youth not only get skilled themselves but makes latter scheme a success as well. He also accentuated that in order to deal with international challenges, we need to impart definite trainings such as social media optimization, search engine optimization, online selling, manufacturing and any other kind of skill to youth so that they gain confidence.

Vocational Training in IndiaIndia has world’s second largest working age population, yet many of the vacancies go unfilled in need of the desired candidate. With a near double digit growth during the last decade, the demand for skilled resources has increased manifold. Vocational training bridges the gap between theoretical classroom training and real work environment through its job-specific skill training.

Vocational Education and Training (VET) also called Career and Technical Education, prepares learners for jobs that are based in manual or practical activities, traditionally non-academic and totally related to a specific trade, occupation or vocation. Generally, vocation and career are used interchangeably. VET is an important element of the nation’s education initiative. In order for Vocational Education to play its part effectively in the changing national context and for India to enjoy the fruits of the demographic dividend, there is an urgent need to redefine the critical elements of imparting vocational education and training to make them flexible, contemporary, relevant, inclusive and creative. The Government is well aware of the important role of vocational education and has already taken a number of important initiatives in this area.

Media education not only needs theory education but also practical education for the students to build their career in different aspects of journalism and mass communication. The field of journalism includes reporting, editing, advertising, public relations, event management, content writing, cyber journalism and other branches. Presently, media education is one of the most growing disciplines in the academic scenario of India. We are one of the very few companies providing integrated vocational training in media and entertainment space in India, Dubai and Uganda. Our Company attempts to bridge the widening gap between academia and industry requirements by catering to the students base at vocational level and making them industry ready. The mission of the Company is to create a global conglomerate that sets new standards of excellence in Education, Entertainment and Media and grooms future leaders of the industry.

After finishing the courses, students are often offered placements in jobs. Vocational trainings in a way give students some work related experiences that many employers look for. Formal vocational training follows a structured training program and leads to certificates, diplomas or degrees, recognized by State/Central Government, Public Sector and other reputed concerns. India targets creation of 500 million skilled workers in 2022.


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Media and Entertainment (M&E) Industry and DevelopmentsThe Indian Media and Entertainment industry that registered a growth of 11.7 percent amounting to INR 1026 billion in 2014, which is expected to grow at a CAGR 13.9 per cent to reach INR 1,964 billion by 2019. Reflecting the macro economic growth rate, advertising witnessed a healthy year largely on the back of heavy spending during the national and state elections, and a significant surge in spends by e-commerce companies. The growth in popularity of digital media continued to surge in 2014 with a significant growth in digital advertising of 44.5 per cent over 2013. Critical tax and regulatory interventions were key for enabling growth.

Globally, the Indian M&E industry is one of the fastest growing, followed by countries such as China, Russia and Brazil. In India, the M&E industry has witnessed steady growth over the past few years, despite the slow growth of the economy. The media industry is yet to recognize the importance of training, skill development or vocational education in achieving its growth objectives. One of the major highlights in 2014 was the announcement of ‘Digital India’ a program to transform India into a digitally empowered society and knowledge economy by the government. (Source FICCI – KPMG Indian Media and Entertainment Industry Report 2015).

Investment in educational institutions providing specialized courses for skilled technicians is a step in right direction to develop talent and meet the demand of the industry. The curriculum in media schools can be made sensitive to the actual needs of the industry to impart basic and advanced skills. This will help in creating talent within M&E industry, thereby reducing the need to hire people from other sectors.

Our Company is marshalling its talent pool and resources to contribute relevant, top-of-the-line work in the field of vocational training, both in India and abroad. We are one of the very few companies providing integrated vocational training in media and entertainment space in India, Dubai and Uganda. The brand name of the Company is dependent on the quality and scope of our course offerings, and we offers and develop new quality educational programs and services that are responsive to the evolving market.

Event IndustryAs India builds larger venues to accommodate world class events and the appetite for live events grows, this sector will increasingly grow in size and impact. Inspite of being a fairly unorganised and fragmented sub-sector within the M&E market, ‘live events’ is set to experience fresh initiatives in brand and community building through experimental creations works, and niche event management.

The authorities need to make things easier and less oppressive, because, as with the growth of any sector, everybody ultimately stands to gain from a friendlier regime – industry, consumer and even the exchequer. The need of the hour is clearly a rationalised tax structure, and honest, single window licencing.

Advertising witnessed a healthy year largely on the back of heavy spending during the national and state elections, and a significant surge in spends by e-commerce companies. The growth in popularity of digital media continued to surge in 2014, with a significant growth in digital advertising of 44.5 per cent over 2013. Critical tax and regulatory interventions were critical for enabling growth.

With economic development, sports viewership in a country usually moves from a single sport to multi sport. Cricket is among the most popular sports in India, however, recent years have seen a rise in non-cricket sports. The success of the IPL has led to the creation of several other league – format sporting events, such as the Indian Badminton League, Hockey India League and the recently launched Pro Kabaddi League, which had an estimated 66 million people tune in the first game of season.

Recognition of Live Events as an industry has been a long standing demand, this would help in proper resolution of challenges and issues bleeding the industry, besides making them eligible for structures finance. Other challenges like infrastructure, multiple licenses, archaic regulatory framework, and an adverse tax structure have been dogging this sector, and there is hope that new government has the will to address the issue. Rise in sentiment among brands and sponsors is good for the sector, though tangible business benefit is likely only to be realized in 2015. The

government itself – through mass outreach programs like ‘Swach Bharat’, ‘Beti Bachao’, ‘Make in India’, etc. – started ambitious events based spending.

The lack of venues and infrastructure is further compounded by a regulatory maze across central, state and local authorities. On an average an event organizer has to go through 20 to 30 licenses and permissions before an event can get off the round. The promise of ‘single window’ clearances from state governments in Goa, Maharashtra, Karnataka and Rajasthan is yet to be fulfilled, according to industry discussions. Event owners are also concerned about the tax burden – mostly entertainment tax – and excise inspections which sometimes make the event unviable. (Source : FICCI – KPMG Indian Media and Entertainment Industry Report 2015)

Union Budget 2014-15There have been encouraging signals already received from FY 2014-15 union budget and various government announcements done pertaining to education. A lot more enabling environment is expected to get developed that should take care of various growth inhibitors that continue to exist for certain segments.

The education is the other high priority sector for the government. Jaitley proposed to set aside ` 69,074.76 crore for education in 2015-16, as against ` 70,505 crore in the revised estimate in 2014-15. The revised budget for 2014-15 has reduced the education allocation to ` 70,505 crore from ` 82,777 crore as was pegged in the budget estimate. Of the total outlay for 2015-16, ` 42,219.5 crore was pegged for the schools sector and ` 26,855.26 crore for higher education. Allocations to the school sector was cut by around 10% in its planned outlay from ̀ 43,517.9 crore in the last budget to ` 39,038.5 crore in the year that begins on 1 April. In comparison, higher education has been given a plan allocation of ` 15,8555.26 crore in 2015-16, as against ` 13,000 crore pegged in the revised budget for 2014-15. In other words, the higher education sector saw an increase of nearly 22%.

With proposals to defer the General Anti Avoidance Rules (GAAR), reduce tax on royalties and fees for technical services (FTS) and implement the Goods and Service Tax (GST) regime from April 1, 2016, the Finance Bill 2015 has set an optimistic roadmap for the M&E sector from a tax perspective. The implementation of GST is expected to greatly benefit the industry in the form of reduction of tax cost for the industry, doing away with the dual taxation (i.e. levy of service tax as well as VAT on certain transactions, subsuming entertainment tax etc.)

OutlookThe Company plans to continue to expand its brand and product portfolios and its service and distribution networks in India and abroad in the near future, both organically and inorganically via strategic acquisitions and associations. The Company believes that growth is planned & focused and based on efficient use of available resources to grow the business and we plan to retain and strengthen our leadership position in the marketplace.

Opportunities and ThreatsOpportunities

Being a largely under-penetrated field, the education industry in India holds enormous opportunities for growth. While the entry barriers are likely to stay high for new companies in the near future, those that have already established themselves are likely to see tremendous growth. This is mainly due to the growing awareness of the need for quality education as well as the increasing population of students in the country, which are likely to lead to companies in the industry adopting operation models that can enable them to overcome both rigid regulations as well as low scalability. In areas of services, expertise and knowledge, your Company with its team of professionals is expected to tap the potential opportunities for growth.

The Company will look at presence both domestic and internationally as in locations, collaboration with leading universities/education institutions to deliver courses to their existing students and resource/research opportunities globally. This shall mean a multifaceted and multi cultural education imparting entities with focus on world class education and standards. The Company plans to continue to expand its brand, scalability and distribution networks through franchisee/ business associates in India and abroad.


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The Company by geographic coverage strengthening its presence in business with a clear focused approach which would help increase revenue growth, improve profitability as well as de-risk the company from economic slowdowns. The Company will continue to tap opportunity to grow its business both organically and inorganically via strategic acquisitions in India and abroad.

The growing acceptance of vocational institutes and the focus on the media and entertainment sector as a serious career option in the minds of parents, key decision makers, students alike – will ensure that courses presented by Greycells are readily accepted in the market.

Threats

Indian Education system is facing challenges like “poor quality of education” and “access to education”. Both these challenges lead to the underperformance of the education system. The further challenges are uneducated & untrained population, irrelevance of courses, inadequate syllabus, inadequate practical training, poor enrolment, high drop-outs, lack of employment opportunities etc. One of the related challenges is to attract talented people to work with the Company and also retaining the pool of this talent. The management continuously reviews its talent pool for upgradation. The Company is focused on ensuring and has implemented employee friendly policies to retain talent.

The education business has seen the entry of host of new players in almost all the sectors we have established our presence. Education as a business is one of high growth prospects with presence of a mix of various professional academies, private and public schools, international schools/ academies, private tutors, government schools etc. The Company operates in a highly competitive environment that is subject to innovations, changes and varying levels of resources available to each players. This can be a matter of concern if the company does not adapt to the changing face of the Industry. The company has been keeping itself abreast with the latest changes in the industry to implement the same in its operation to keep itself ahead of competition.

The key management is responsible for the day-to-day operations and they are indeed the key force in driving the business growth because of their experience and knowledge of industry. There is always a risk that we may lose our key management team. If key management unable or unwilling to continue with us, we may find it difficult to replace such people and our business may be adversely affected. As we are in service industry, our growth and operations are dependent on the management team.

International experience suggests that what employers mostly want are young workers with strong basic academic skills and not just vocational skills. The present system does not emphasize general academic skills. The relative wages of workers with secondary education are increasing.

Some of the challenges that confront VET in India are low relevance of vocational education courses to job market needs which leads to low success of VET graduates. There is shortage of quality faculty in vocational training institutes as there is no provision for training of vocational teachers.

Our success is mainly attributable to our reach, experience and quality processes. We recognize that we can only grow and prosper if we can:

a. acquire and retain top quality talent on a continual basisb. execute efficiently and manage growth challengesc. education for employabilityd. deliver relevant and innovative content to the studentse. remain close to the students at all timesf. on the job trainingg. earn while you learnh. placement opportunitiesi. reorientation of vocational courses

Another large challenge is managing expectation from students. Due to the previous achieved success in the field, especially when there was the first mover advantage - if the new courses or existing courses do not live upto expectations, it may lead to dissatisfaction. The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.

Segment-wise PerformanceThe Company operates in one primary segment but through its subsidiary it operates in geographical segment they are India and International.

SubsidiariesEMDI (Overseas) FZ LLC is a wholly owned subsidiary of the Company caters into vocation of education, including teaching graduates, undergraduate and working professionals in the field of Event Management & Innovative Marketing, The Creative and Media Industry Landscape, Advertising & Design, Public Relations and Journalism, Wedding Planning, Radio Jockeying & Programming, Media & Digital Marketing etc. in the form of class room training and workshops through general courses, specialist programs, comprehensive event and media management courses and training programs.

Through its venture, the Company has launched wedding planning (TWA) course in Mumbai and WMA (Digital and Online Media Courses).

RisksRisk is an integral part of corporate world today for any going concern and our endeavor has been to maximize stakeholder value by achieving an appropriate balance between risks and return. Since risk taking is intrinsic to business growth, all business entities face risks either from external environment or from internal operations.

The major key issues are challenges for Foreign Participation, Excessive and multiple regulators and regulations, Policies are inconsistent, Limited choice of entity – Trust, Society or Section 25 company, Lack of availability of trained faculty, Course content not in line with the expectations of the industry leading to poor employability, High capital expenditure requirements for setting up Higher Education institution with quality infrastructure etc. (Source : Report of PWC on Education Sector)

The most significant risks which the company has identified with mitigation plan are :

External Risks (Political, Environment, Slowdown in economic growth, Change in Education policy, Currency Rate Fluctuation, Competition, Changes in Law and Natural Calamities) and

Internal Risks (Business Concentration, Investment Process, Human Resource Management, Core Faculty etc.)

Further any change in tax law in India, particularly income tax and service tax might be to increase tax liability of the company thereby putting pressure on profitability.

To mitigate the same, the Company has constantly endeavored to broaden the charter of risk management to include opportunities as well as threats. It uses an integrated risk management approach, based on a number of techniques to cover the full range of risks in the framework. Today, risk assessment and mitigation is an important part of decision making and management at all levels of the company. To mitigate this, the Company will initiate steps for rationalization of infrastructure.

Apart from the regular operational & business risks, the other major risks faced by the Company are:

a) Business Concentration

The Company’s business today is largely concentrated in vocational training primarily in few verticals of media and entertainment.

The poor performance of our Business Associates leads to downfall in projected revenues, which is out of our control. Further low quality services rendered by Business Associates to students may also one of the risk areas for the Company. To mitigate this risk, our senior officers frequently visit the centers and ensure that courses shall be conducted according to the Operational Manual established by the Company. The Company can also take corrective measures to keep up the requisite academic standards.

To mitigate the risk arising from this concentration, the Company will strive towards expanding the Company’s’ business in additional areas of related service offerings.


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b) Core Faculty

The faculty plays a pivotal role in the system of education. Further majority of our faculty members are visiting faculties from various industries and are in other occupation besides teaching at our centres. Any exodus by the visiting faculties can have adverse impact on business of the company. Failure to attract / retain qualified faculty members who have the necessary domain expertise or failure to provide continuous training to our faculty members so as to keep them abreast with the changing student expectations, examination pattern and other key trends that are necessary to effectively deliver the course may affect the pace of our growth and teaching quality across all our learning centres in different locations.

To overcome, the Company taps professionals from relevant industry. All faculty members lecture on subjects of their expertise, resulting in experience sharing, interaction and networking of these professional with the students. The faculty members contribute to our overall performance by providing good quality training to the students and thus enable us to maintain our brand and reputation. The team of outstanding and dedicated faculty members provides comprehensive and systematic guidance to students who aspire for nothing but the best.

c) Entry of other players

The lack of an entry barrier with respect to a private setup offering similar certificate courses is a threat. Centres offering similar courses are the first level of competition, however competition which enters the market, offers a poor product and then is forced to shut down later on is even worse as it spoils the education market and trust towards the other credible players.

d) Enrollment of students

The Company’s ability to attract students to enroll for courses depend on several factors such as to offer new courses, enhancing existing courses in response to changing industry needs, student’s demands, expanding our geographic reach, effectively marketing courses to a broader base of prospective students and responding to competitive pressures. Our course content incorporates the latest global trends and concepts, which required by fast growing and ever changing industry. Further the Company’s course content is developed by subject experts possessing long years of academic and industry related experience. The content so created is constantly upgraded to suit the requirements of the educational institutions and expectations of the student community. Our courses are structured and embellished with inspirational modules to make learning holistic and complete. Given the industry’s changing landscape and emerging challenges, our courses are well poised to deliver talent and harness the potential of young minds. To be an institute of vocational learning, focusing on developing intellectual, personal and employability skills of our students. Further our course curriculum designed with a focus on ensuing gainful employment.

Social ResponsibilityYour Company believes in being a responsible part of the community and contributing back to it in every possible manner. SWAT (Students Working Against Tobbaco) is a youth initiative initiated by EMDI and its students against tobacco, operating at an awareness platform. The objective of SWAT is to urge India’s youth to stay away from the ravages and dangers of smoking. The purpose is to persuade young people to never try smoking and to encourage those who are trying to get rid of the habit of smoking. The SWAT team has taken various initiatives in the form of events to spread this message over the years by organizing Smoke Free Bike Rally, College Festival Activities, Candle Walk, Loud and Proud Smoke Free Rock Concert etc.

Internal Control SystemsThe Company has appointed a firm of Chartered Accountants as Internal Auditors to review and report on internal controls system. The report of the Internal Auditors is reviewed by the Audit Committee. The Audit Committee formulates a detailed plan to the Internal Auditors for the year and the same

is reviewed at the Audit Committee meetings. The Internal Auditors submit their recommendations to the Audit Committee and provides road map for future action.

The Company recognizes the importance of internal controls and has suitable internal control systems and processes in place for the smooth conduct of the business. Company’s internal controls are commensurate with its size and nature of its business. Internal control systems in the Company are intended to provide reasonable assurance that assets are safeguarded against loss from unauthorized use and all transactions are executed in accordance with Management’s authorization and properly and promptly recorded and accounting records are adequate for the preparation of financial statements and other financial information. The management continuously reviews the internal control systems and procedures to ensure orderly and efficient conduct of business. The management duly considers and takes appropriate action on the recommendations made by the statutory auditors and independent Audit Committee.

Discussion on Financial Performance with respect to Operational PerformanceThe financial performance of the year ending March 31, 2015 reflects the steps have been initiated to become a more focused company, moving into areas where we have huge opportunities and greater long term potential.

The authorized share capital of the Company is ` 11,70,00,000/- divided into 1,17,00,000 equity shares of ` 10/- each. The paid up share capital of the Company is ` 7,90,77,150/-divided into 79,07,715 equity shares of par value of ` 10/- each.

Highlights of the Company’s standalone financial performance are as under :

(` in thousand)

Particulars 2014-2015 2013-2014Revenues 35395.43 36333.49PBDIT 1676.46 (5150.92)PBT and Exceptional Items (37.42) (6112.98)PBT 2092.93 (2068.85)PAT 2141.87 (1533.71)EPS :- Basic

Diluted0.270.28

(0.26)(0.26)

Human ResourcesThe Company firmly believes that its human resources are its true assets and constitute the most vital force in moving the organization forward. The key management is responsible for the day-to-day operations and they are indeed the key force in driving the business growth. The Company has strong management team with experience and expertise and focus in the areas of media and entertainment education. The management team effectively plans and oversees implementation of growth strategies. To reduce attrition levels, the Company has initiated a number of programs that include an empowered work environment, learning opportunities, employee friendly policies and competitive compensation packages.

FORWARD LOOKING STATEMENT

Forward-looking statement in this Annual Report should be read in conjunction with the following cautionary statements. Certain expectations and projections regarding future performance of the Company referenced in this Annual Report are forward – looking statements. These expectations and projections are based on currently available competitive, financial and economic data along with the Company’s operating plans and are subject to certain future events and uncertainties, that could cause actual results to differ materially from those that may be indicated by such statements. The Company undertakes no obligations to publicly update or revise any forward-looking statements, whether as a new information, future events or otherwise.


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INDEPENDENT AUDITOR’S REPORT

To The Members of Greycells Education Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Greycells Education Limited (‘the Company’), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its profit and its cash flows for the year ended on that date.

Emphasis of matter

We draw attention to Note 33 to the financial statements, which states that no provision for diminution in the value of the investments in the wholly owned subsidiary - EMDI (Overseas) FZ LLC, Dubai, has been recognized in the financial statements for the reasons stated in the said note.

Our opinion is not modified in respect of this matter.


28

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Ford, Rhodes, Parks & Co. Chartered Accountants Firm’s Registration No. 102860W

Astha Kariya PartnerPlace : Mumbai Membership No. 122491Date : 13th May, 2015


29

ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT

To The Members of Greycells Education Limited

As referred to in Paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in our Auditors’ report of even date and as required by the Companies (Auditor’s Report) Order, 2015, issued by the Central Government in terms of sub section (11) of section 143 of the Act, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that :

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) The fixed assets were physically verified by the management during the year and there were no material discrepancies noticed on such physical verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business.

2. The Company did not hold any inventories during the year.

3. a) The Company has granted interest bearing unsecured loan to a subsidiary company, covered in the register maintained under Section 189 of the Act.

b) The receipt of the principal amount and interest on the above loan is regular.

c) There is no overdue amount of more than rupees one lakh.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of our audit, we have neither been informed nor have we observed any continuing failure to correct major weaknesses in internal control systems.

5. The Company has not accepted any deposits from the public within the meaning of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and Rules framed thereunder.

6. The Central Government has not prescribed maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013.

7. a) According to the information and explanations given to us and on the basis of examination of the books of account carried out by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth-Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and the records of the Company examined by us, there were no disputed dues in respect of Income-tax, Sales-tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as at 31st March, 2015.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Act and the rules made thereunder.

8. The Company’s accumulated losses as at 31st March, 2015 do not exceed fifty percent of its net worth. The Company has not incurred any cash losses during the financial year ended on that date but has incurred cash loss in the immediately preceding financial year.

9. The Company has not taken any loan from banks or financial institutions during the year. The Company has not issued any debentures.

10. The Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

11. The Company has not taken any term loan.

12. According to the information and explanations given to us, no material fraud on or by the Company has been noticed during the course of our audit or reported during the year.

For Ford, Rhodes, Parks & Co. Chartered Accountants Firm’s Registration No. 102860W

Astha KariyaPlace : Mumbai PartnerDate : 13th May, 2015 Membership No.122491


30

As Per Our Report of Even Date

For Ford, Rhodes, Parks & Co.Chartered AccountantsFirm’s Registration No. 102860W

For and on behalf of the Board of Directors ofGreycells Education LimitedCIN:L65910MH1983PLC030838

Nowshir EngineerManaging DirectorDIN:00932396

Abbas PatelDirectorDIN:00547281

Astha KariyaPartnerMembership No: 122491Place : MumbaiDated : 13th May, 2015

Dharmesh ParekhCompany Secretary

Samkeet PatelChief Financial Officer

Balance Sheet as at 31st March, 2015

Notes As At 31st March, 2015 As At 31st March, 2014

` `

EQUITY AND LIABILITIES

Shareholders' Funds

(a) Share Capital 2 79,081,025 60,081,025

(b) Reserves and Surplus 3 189,426,735 187,589,129

Non - Current Liabilities

(a) Long-term Provisions 4 446,571 456,973

(b) Long-term Liabilities 5 21,800 -

Current Liabilities

(a) Trade Payables 6 2,195,715 2,700,566

(b) Other Current Liabilities 7 7,470,073 8,025,794

(c) Short-term Provisions 8 13,601 67,653

Total 278,655,520 258,921,140

ASSETS

Non-current Assets

(a) Fixed Assets 9

(i) Tangible Assets 2,089,269 1,658,861

(ii) Intangible Assets 600,000 800,000

(iii) Capital WIP - 1,155,050

(b) Non-Current Investments 10 211,502,810 213,114,810

(c) Deferred Tax Assets (net) 11 3,589,190 3,378,182

(d) Long-Term Loans and Advances 12 2,975,983 3,874,479

(e) Other Non Current Asset 13 - -

Current Assets

(a) Current Investments 14 2,644,193 14,060,182

(b) Trade Receivables 15 106,719 3,247,038

(c) Cash and Cash Equivalents 16 18,253,940 2,227,661

(d) Short-Term Loans and Advances 17 34,849,369 15,404,877

(e) Other Current Assets 18 2,044,047 -

Total 278,655,520 258,921,140

Summary of significant accounting policies 1

Notes to Financial Statements 1-34

The accompanying notes are an integral part of the financial statements.


31









Statement of Profit and Loss for the year ended 31st March, 2015

Notes Year Ended Year Ended

31st March, 2015 31st March, 2014

` `

Revenue from Operations 19 28,059,193 32,729,186

Other Income 20 7,336,234 3,604,303

Total Revenue 35,395,427 36,333,489

Expenses:

Direct Expenses 21 6,293,850 10,966,939

Employee Benefit Expenses 22 6,545,121 5,872,661

Depreciation and Amortization Expense 9 1,713,884 962,056

Other Expenses 23 20,879,994 24,644,812

Total Expenses 35,432,849 42,446,467

Profit/ (Loss) Before Exceptional Items and Tax (37,422) (6,112,979)

Exceptional Items

Profit on divestment in joint-venture subsidiary 28 (a) 1,780,356 -

Compensation received from past Business Associates 28 (b) 350,000 4,044,132

Profit Before Tax 2,092,934 (2,068,847)

Tax Expense :

Current Tax - -

Deferred Tax - Expense/(Income) (74,950) (535,133)

Prior Years Tax Adjustments 26,018 -

Profit/(Loss) for the year 2,141,866 (1,533,714)

Earnings per equity share in ` - Basic 32 0.27 (0.26)

- Diluted 0.28 (0.26)

Summary of significant accounting policies 1

Notes to the financial statements. 1-34



32

Cash Flow Statement for the year ended 31st March, 2015 31st March, 2015 31st March, 2014

` `Cash Flow from Operating ActivitiesNet Profit/ (Loss) before Tax and Exceptional Items (37,422) (6,112,979)Adjustments for:Depreciation / Amortization 1,713,884 962,056Provision for Doubtful Debts and Advances - 1,823,000Loss on Sale of Assets 146,061 366,536Fixed Assets written off 30,120 -Interest on ICD (4,542,686) -Interest on Loan to Subsidiaries (1,064,019) (1,735,750)Interest on Loan to Others (210,000) -Interest on Fixed Deposits (265,463) (178,022)Gain on Redemption of Mutual Funds (584,011) (60,182)Interest on Income Tax Refund (27,544) (69,891)Net Exchange Fluctuation Gain (408,664) (1,385,596)Remuneration from Joint Venture LLP (230,000) -Operating Profit/(Loss) before working capital changes (5,479,744) (6,390,828)Adjustments for:Trade and other Payables (504,851) 712,020Provisions (64,454) 39,920Other Current Liabilities (492,392) (164,703)Refundable Deposits from students 21,800 -Trade Receivables 3,140,319 (4,282,041)Loans and Advances 360,000 (1,382,645)Other short term advances 288,955 333,815Unrealised Exchange Gain 408,664 1,385,596

3,158,040 (3,358,038)Cash generated / (used in) operations (2,321,704) (9,748,866)Direct taxes (paid) / refund (207,522) 1,009,142Interest on Income Tax Refund 27,544 69,891Extraordinary items / Exceptional Items 350,000 4,044,132Net Cash from Operating Activities (2,151,682) (4,625,701)Cash Flow from Investing ActivitiesPurchase of Fixed Assets (750,169) (1,351,298)Proceeds from sale\scrap of Fixed Assets 1,100 12,500Redemption of Current Investments 12,000,000 2,060,180Sale of Non-Current Investments 1,550,000 -Puchase of Non Current Investments - (100,000)Purchase of Current Investments - (12,060,182)Loan received back from Subsidiaries 7,816,553 2,057,992Loan received back from Others 2,450,000 -Interest on Loan received from Subsidiaries 1,064,019 1,735,750Interest on Loan received from Others 68,120 -Interest Income 205,652 178,022Inter Corporate Deposit (30,000,000) -Interest on Inter Corporate Deposit 4,542,686 -Remuneration from Joint Venture LLP 230,000 -Fixed Deposits with maturity more than 3 months (5,000,000) -Net Cash from Investing Activities (5,822,039) (7,467,036)Cash Flow from Financing ActivitiesIssue of equity shares 19,000,000 -Net Cash from Financing Activities 19,000,000 -Net Increase/(Decrease) in cash and cash equivalents 11,026,279 (12,092,737)Cash and cash equivalents at the beginning of the year (Opening Balances) 2,227,661 14,320,398Cash and cash equivalents at the end of the year (closing Balances) 13,253,940 2,227,661Components of Cash and Cash Equivalents:Cash on Hand 5,346 20,834Fixed Deposits with maturity less than 3 months 4,465,895 -Balance with Bank in current account 8,782,699 2,206,827

13,253,940 2,227,661Notes:1. The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard 3 "Cash Flow Statement".2. Previous year figures have been re-grouped and rearranged wherever necessary.As Per Our Report of Even DateFor Ford, Rhodes, Parks & Co.Chartered AccountantsFirm’s Registration No. 102860W








33

Notes to Financial Statements for the year ended 31st March, 20151 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The financial statements are prepared under the historical cost convention, on accrual basis of accounting, in accordance with the accounting principles generally accepted in India and comply with the standards on accounting issued by the Institute of Chartered Accountants of India and referred to in Section 133 of the Companies Act, 2013. The significant accounting policies are as follows:

a. Revenue Recognition

The Company follows the mercantile system of accounting and recognizes income and expenditure on accrual basis. Income from the student fees are recognized over the period of instruction of course. Non-refundable premier relationship fees receivable under business association agreements are taken to income as and when due.

Dividend income is accounted for as and when declared.

b. Fixed assets and depreciation

a) Depreciation is provided on the assets on their original costs up to their net residual value estimated at 1% of the original cost, prorata to the period of use on the written down value method, over their estimated useful life as per schedule II to the Companies Act, 2013.

b) Intangible assets are amortized as under :

i) Goodwill over the period of five years.ii) Trade Mark over the period of ten years.iii) Capital expenditure on office improvement is amortized equally over the lease period.

c. Impairment of Assets

At each balance sheet date, the Company reviews the carrying value of assets for any possible impairment. An impairment loss is recognized when the carrying amount of asset exceeds its recoverable amount which is the higher of net realizable amount as on the Balance Sheet date and the present value of the economic benefit resulting from the future use of the asset.

d. Investments

Investments are capitalized at cost of acquisition plus direct incidental expenses. Provision for diminution in the value of long term investments is made in accordance with Accounting Standard 13 issued by the Institute of Chartered Accountants of India.

e. Employee Benefits

The Company provides for gratuity benefits to its employees as per the provisions of The Payment of Gratuity Act, 1972. The gratuity benefit scheme is unfunded and provision for the same is made on actuarial basis.

f. Foreign Currency Translation

Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the date of transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognized in the statement of profit and loss of the year.

Monetary assets and liabilities in foreign currency, which are outstanding as at the year end are translated at the year end at the closing exchange rate and resultant exchange difference are recognized in the statement of profit and loss.

Non monetary assets and non-monetary liabilities denomination in foreign currency are measured at historical cost and are translated at exchange rate prevailing at the date of transaction.

g. Provisions and Contingent Liabilities

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are disclosed in the notes to accounts.

h. Taxation

Provision for taxation has been made in accordance with the Income Tax laws prevailing for the relevant assessment years.

i. Deferred Tax

Deferred tax assets / liabilities resulting from timing differences between book and tax profits is accounted for at the current rate of tax to the extent that the timing differences are expected to crystallize in future. Deferred tax assets in respect of carried forward business losses and unabsorbed depreciation as per Income Tax provisions is recognized only if there is virtual certainty of recoupment of the same out of future taxable income.


34

Notes to Financial Statements for the year ended 31st March, 2015


` `2 Share Capital:

Authorized :

117,00,000 (previous year 117,00,000) Equity shares of ` 10 each 117,000,000 117,000,000

117,000,000 117,000,000

Issued, subscribed and fully paid-up

79,07,715 Equity shares (P.Y. 60,07,715) of ` 10 each 79,077,150 60,077,150

Forfeited Shares

Amount paid up on 1,550 (P.Y. 1,550) forfeited Equity Shares 3,875 3,875

79,081,025 60,081,025

a Terms and Rights:

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share.In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b The above issued, subscribed and paid up share capital includes 2,276,215 Equity shares of ` 10 each fully paid up which were issued on rights basis at the premium of ` 40 per share in last five years.

c The Company had issued a postal ballot notice to the shareholders of the Company on 31.03.2014 for issuing 1,900,000 equity shares of ` 10/- each to Krisma Investments Private Limited (one of the member of the promoter and promoter group of the Company) on preferential allotment basis in accordance with the provisions of Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable laws. The same was approved through postal ballot on 5th May, 2014 and the shares were alloted by the company at its board meeting held on 13th May, 2014.

d Shareholders holding more than 5% of Shares

Name of the ShareholderBela Naishadh Desai No. of Shares 494,100 494,100

% holding 6.25% 8.22%

Krisma Investments Pvt Ltd No. of Shares 2,613,341 711,317

% holding 33.05% 11.84%

Koppara Sajeeve Thomas No. of Shares 784,390 784,390

% holding 9.92% 13.06%

Nowshir Rusi Engineer No. of Shares 421,000 421,000

% holding 5.32% 7.01%

Religare Finvest Ltd No. of Shares 197,162 687,162

% holding 2.49% 11.44%

3 Reserves and Surplus:Securities PremiumAs per last Balance Sheet 285,579,100 285,579,100

Closing Balance 285,579,100 285,579,100

General ReserveAs per last Balance Sheet 880,566 880,566

Closing Balance 880,566 880,566

Capital ReserveAs per last Balance Sheet 26,275,000 17,875,000

Add: Share Warrant Forfeited - 8,400,000

Closing Balance 26,275,000 26,275,000

Deficit in Statement of Profit and Loss:As per Last Balance Sheet (125,145,537) (123,611,823)

Less: Additional Depreciation for earlier years - net of Deferred Tax [Refer Note no. 9(a)] (304,260) -

Add: (Deficit) / surplus for the year as per the Statement of Profit and Loss 2,141,866 (1,533,714)

Closing Balance (123,307,931) (125,145,537) 189,426,735 187,589,129


35



` `4 Long-term Provisions:

Provision for Employee Benefits

Gratuity 446,571 456,973

446,571 456,973

5 Long Term Liabilities:Refundable Deposits from students 21,800 -

21,800 -

6 Current Liabilities: Trade Payables 2,195,715 2,700,566

2,195,715 2,700,566

7 Other Current Liabilities:Advance Fees Received 6,293,415 6,050,302

Refundable Deposits from students 456,000 400,900

Other Payables 522,480 1,199,487

Creditors for Capital Goods - 63,329

Statutory dues Payable 198,178 311,776

7,470,073 8,025,794

8 Short-term Provisions:Provision for Employee Benefits

Gratuity 13,601 15,446

Leave Encashment - 52,207

13,601 67,653

9 Fixed Assets: Amount in `

Gross Block Depreciation/ Amortisation Net Block

As at 31/03/2014

Additions Adjustments/Deletions

As at 31/03/2015

Up to 31/03/2014

Retained Earnings

For the Year

Adjustments/Deletions

Up to31/03/2015

W.D.V. as on 31/03/2015

W.D.V. as on 31/03/2014

Tangible Assets:Furniture And Fixtures 757,339 - - 757,339 540,117 - 129,064 - 669,181 88,158 217,222

Office Equipments 2,043,282 163,269 (118,030) 2,088,521 994,385 274,881 507,220 (62,845) 1,713,641 374,880 1,048,898

Computer System 3,429,591 34,490 (293) 3,463,788 3,170,820 165,438 78,099 (128) 3,414,229 49,559 258,771

Library Books 172,149 - - 172,149 172,149 - - - 172,149 - -

Office Improvements 6,439,096 2,365,008 (6,439,096) 2,365,008 6,305,125 - 799,501 (6,316,290) 788,336 1,576,672 133,970

Total A 12,841,457 2,562,767 (6,557,419) 8,846,805 11,182,596 440,319 1,513,884 (6,379,263) 6,757,536 2,089,269 1,658,861

Intangible Assets:Goodwill 7,635,920 - - 7,635,920 7,635,920 - - - 7,635,920 - -

Trade Marks 2,000,000 - - 2,000,000 1,200,000 - 200,000 - 1,400,000 600,000 800,000

Computer Software 350,000 - - 350,000 350,000 - - - 350,000 - -

Total B 9,985,920 - - 9,985,920 9,185,920 - 200,000 - 9,385,920 600,000 800,000

Total (A+B) 22,827,377 2,562,767 (6,557,419) 18,832,725 20,368,516 440,319 1,713,884 (6,379,263) 16,143,456 2,689,269 2,458,861Capital WIP - 1,155,050Previous Year 23,319,523 259,577 (7,51,723) 22,827,377 19,779,146 - 962,056 (372,687) 20,368,516 2,458,861 3,540,377

(a) Pursuant to the implementation of Schedule II to the Companies Act, 2013, the Company has revised the useful life of its fixed assets. As envisaged under the Schedule, the Company is now charging the depreciation on its existing tangible assets on written down method basis over the balance life of the assets keeping a residual value of one percent. The depreciation charged during the year pertaining to assets whose revised useful life has expired prior to commencement of the financial year has been adjusted against retained earnings in terms of Schedule II.An amount of ` 3,04,260 has been adjusted against the opening surplus which is net of deferred tax of ` 1,36,058. Due to the change in useful life of the assets, the depreciation charged during the year (including adjusted against opening surplus ) is higher by ` 3,38,000.


36

Notes to Financial Statements for the year ended 31st March, 2015 31st March, 2015 31st March, 2014

` `

10 Non Current Investments:Trade Investments (Unquoted, at cost)In subsidiaries:50 Equity Shares of AED 1,000 each in EMDI (Overseas) FZ LLC. 161,002,810 161,002,810

NIL / (P.Y. 10,400) Equity Shares of ` 10 each in Eduhub Education Pvt.Ltd. - 1,612,000

Non Trade Investments (Unquoted, at cost)In Others:

245,554 Equity Shares of ` 10 each in AAT Academy India Ltd. 50,400,000 50,400,000

50,000 Equity Shares of ` 10 each in Vyom Events & Entertainment Pvt Ltd (erstwhile Minds Eye Production Pvt. Ltd)

13,000,000 13,000,000

63,400,000 63,400,000

Less: Provision For Diminution In Value Of Investment in Vyom Events & EntertainmentPvt Ltd (erstwhile Minds Eye Production Pvt. Ltd)

13,000,000 13,000,000

In Limited Liability Partnership:EMDI Wedding Academy LLP

Partner's Capital - (50% share in profit / (loss)) 100,000 100,000

211,502,810 213,114,810

11 Deferred Tax Assets / (Liabilities): Deferred Tax Asset (Gross) :

On Depreciation Differential 2,290,243 2,064,094

On Provision of Gratuity 130,837 145,978

On Provision for Doubtful Debts 1,168,110 1,168,110

3,589,190 3,378,182

Deferred Tax Liability (Gross) - - Deferred Tax Asset (Net) 3,589,190 3,378,182

No Deferred tax asset has been recognized on unabsorbed depreciation and carried forward business losses as there is no virtual certainty that the same will be realized out of future taxable income.

12 Long Term Loans and Advances:(Unsecured and Considered Good)Capital Advance - 720,000

Security Deposits 2,214,000 2,574,000

Advance Tax (Net of Provision) 761,983 580,479

2,975,983 3,874,479

13 Other Non Current assets:Receivable From Business Associate 1,957,292 1,957,292

Less: Provision For Doubtful Receivable (Refer Note No 27) 1,957,292 1,957,292

- -14 Current Investments:

Quoted units of Mutual Fund (valued at lower of cost or market value)

1,85,377.503 units (P.Y. 9,85,719.15 units) IDFC Dynamic Bond Fund- Growth 2,644,193 14,060,182

2,644,193 14,060,182

Market Value in ` 3,208,755 14,530,58515 Trade Receivable (Unsecured):

Debts overdue for more than six months : Considered Good - -

Considered Doubtful 1,823,000 1,823,000

Other Debts Considered Good 106,719 3,247,038

1,929,719 5,070,038

Less : Provision for Doubtful Debts 1,823,000 1,823,000

106,719 3,247,038


37

Notes to Financial Statements for the year ended 31st March, 2015 31st March 2015 31st March 2014

` `

16 Cash and Bank Balance:Cash and Cash Equivalents Balances with Bank 8,782,699 2,206,827

In Fixed Deposits having maturity upto 3 Months 4,465,895 -

Cash on hand 5,346 20,834

13,253,940 2,227,661

Other Balances with Bank Fixed Deposits having maturity more than 3 Months 5,000,000 -

18,253,940 2,227,661

17 Short Term Loans / Advances:(Unsecured, Considered Good) Loan to Subsidiaries:

EMDI (Overseas) FZ LLC 3,107,356 10,923,909

Eduhub Education Pvt Ltd.* - 3,107,356 2,450,000 13,373,909

Other Advances Inter Corporate Deposit 30,000,000 -

Other Advances - 53,000

Balances with Statutory Authorities 598,813 894,096

Loan to Employees 25,000 33,000

Prepaid Expenses 1,118,200 1,050,872

34,849,369 15,404,877

*Subsdiary upto 30.03.2015

18 Other Current assetsAccrued Interest on Fixed Deposit 59,811 -

Interest receivable 141,880 -

Other Receivable 1,842,356 -

2,044,047 -

19 Revenue from Operations: Course Fees 26,309,193 32,729,186

Income from Premier Relationship fees 1,750,000 -

28,059,193 32,729,186

20 Other Income: Interest Income on:

Bank Fixed Deposits 265,463 178,022

Loan to Subsidiaries 10,64,019 1,735,750

Loan to Others 2,10,000 -

Inter Corporate Deposits 4,542,686 -

Income Tax Refund 27,544 6,109,712 69,891 1,983,663

Gain on Redemption of Mutual Fund 584,011 60,182

Provision No Longer Required Written Back - 142,630

Exchange Gain Fluctuation (Net) 408,664 1,385,596

Sundry Balances Written Back 1,419 4,748

Miscellaneous Income 2,428 27,484

Remuneration Received from Partnership, LLP 230,000 -

7,336,234 3,604,303


38


31st March 2015 31st March 2014

` `

21 Cost of Services Rendered (Direct): Faculty Fees 1,166,427 2,039,963

Business Auxiliary Services 4,451,109 8,153,090

Certification Fees 429,000 709,065

Student Activities 247,314 64,821

6,293,850 10,966,939

22 Employee Benefit Expenses: Salaries, Wages and Bonus 6,378,040 5,653,658

Staff Welfare Expenses 92,846 115,435

Leave Encashment 49,732 52,207

Gratuity Expenses 24,503 51,361

6,545,121 5,872,661

23 Other Expenses: Electricity Charges 245,552 652,535

Rent 4,793,440 8,545,601

Repair and Maintenance 471,770 484,612

Rates and Taxes 7,324 8,433

Auditors Remuneration Audit Fees 110,000 100,000

Others 3,850 21,050

Limited Review Fees 45,000 45,000

Legal and Professional Fees 8,327,317 6,016,215

Advertisement and Marketing Expenses 3,217,421 4,309,275

Directors Sitting Fees 26,500 15,000

Postage and Courier 8,149 15,004

Printing and Stationery 160,132 163,980

Company Law Matter and Listing Fees 522,439 204,233

Telephone Expenses 240,937 438,673

Travelling Expenses 2,080,911 646,972

Conveyance Expenses 229,556 281,050

Loss on Sale/Scrapping of Fixed Assets 146,061 366,536

Fixed Assets Written Off 30,120 -

Provision For Doubtful Debts - 1,823,000

Interest on Late Payment of Taxes 14,648 2,346

Other Miscellaneous Expenses 198,867 505,297

20,879,994 24,644,812

24 Contingent Liability:

Capital commitment not provided for (net of advances) ` NIL (P.Y. ` 4,43,968)

25 The Company has carried out business operations only in the segment of ‘Vocational Education' during the year. The Company does not have more than one segment eligible for reporting in terms of Accounting Standard 17 - "Segment Reporting" issued by The Institute of Chartered Accountants of India.

26 No vendors have informed the Company of their being registered under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, as per the information available with the Company, there are no amounts payable to such vendors as at the year end.

27 The business association with Mrs. Ruchi Mahajan has been concluded in terms of Understanding in the earlier year. The balance outstanding amount of ` 19,57,292 receivable from her which is doubtful of recovery has been provided for in the financial statement under the head "Other Non-Current Assets".


39

Notes to Financial Statements for the year ended 31st March, 201528 (a) During the year, the Company has disposed-off its entire

shareholding in one of its subsidiary - Eduhub Education Pvt Ltd. The profit arising on sale, ` 17,80,356 is shown as exceptional item in the statement of profit & loss.

28 (b) The exceptional item of ` 3,50,000 shown represents compensation (net of related expenses) received from past Business Associate.

29 Foreign Currency Income and ExpensesPARTICULARS 2014-15 (`) 2013-14 (`)

Earnings In Foreign Currency

Interest 1,064,018 1,468,050

Expenses in Foreign Currency

Travelling 59,596 62,182

30 The Company operates an unfunded gratuity scheme for its employees. The disclosures in respect of the scheme as required in the Accounting Standard 15 - "Employee Benefits", issued by the Institute of Chartered Accountants of India are given below :Defined Benefit PlansGratuity Scheme (Unfunded Scheme)

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions:-

I Assumptions as at Valuation Date31st March, 2015

Valuation Date 31st March, 2014

Mortality IALM (2006-08) Ult. LIC (1994-96) Ult.Discount Rate 7.85% 9.20%Rate of increase in compensation 6% 6%Rate of return (expected) on plan assets

- -

Withdrawal rates 2% 2%II Changes in present value of

obligationsValuation Date

31st March, 2015Valuation Date

31st March, 2014PVO at beginning of period 472,419 421,058Interest cost 41,772 33,895Current Service Cost 83,301 132,578Benefits Paid (36,750) -Actuarial (gain)/loss on obligation (100,570) (115,112)PVO at end of period 460,172 472,419

III Changes in fair value of plan assets Valuation Date 31st March, 2015


Fair Value of Plan Assets at beginning of period

- -

Adjustment to Opening Fair Value of Plan Assets

- -

Expected Return on Plan Assets - -Contributions 36,750 -Benefit Paid (36,750) -Actuarial gain/(loss) on plan assets - -Fair Value of Plan Assets at end of period

- -

IV Fair Value of Plan Assets Valuation Date 31st March, 2015


Fair Value of Plan Assets at beginning of period

- -

Adjustment to Opening Fair Value of Plan Assets

- -

Actual Return on Plan Assets - -Contributions 36,750 -Benefit Paid (36,750) -

Fair Value of Plan Assets at end of period

- -

Funded Status (460,172) (472,419)Excess of actual over estimated return on Plan Assets

- -

V Actuarial Gain/(Loss) Recognized Valuation Date 31st March, 2015


Actuarial Gain/(Loss) for the period (Obligation)

100,570 115,112

Actuarial Gain/(Loss) for the period (Plan Assets)

- -

Total Gain/(Loss) for the period 100,570 115,112Actuarial Gain/(Loss) recognized for the period

100,570 115,112

Unrecognized Actuarial Gain/(Loss) at end of period

- -

VI Amounts to be recognized in the Balance Sheet and Statement of Profit & Loss


Valuation Date31st March, 2014

PVO at end of period 460,172 472,419Fair Value of Plan Assets at end of period

- -

Funded Status (460,172) (472,419)Unrecognized Actuarial Gain/(Loss) - -Net Asset/(Liability) recognized in the balance sheet

(460,172) (472,419)

VII Expense recognized in the Statement of Profit & Loss



Current Service Cost 83,301 132,578Interest cost 41,772 33,895Expected Return on Plan Assets - -Net Actuarial (Gain)/Loss recognized for the period

(100,570) (115,112)

Expense recognized in the Statement of Profit & Loss

24,503 51,361

VIII Movements in the Liability recognized in Balance Sheet



Opening Net Liability 472,419 421,058Adjustment to Opening Fair Value of Plan Assets

- -

Expenses as above 24,503 51,361Contribution paid (36,750) -Closing Net Liability 460,172 472,419

IX Experience Anyalisis - Liabilities Valuation Date 31st March, 2015


Actuarial (Gain)/Loss due to change in bases

39,973 (71,142)

Experience (Gain) / Loss due to Change in Experience

(140,543) (43,970)

Total (100,570) (115,112)Experience Anyalisis - Plan AssetsExperience (Gain) / Loss due to Change in Plan Assets

- -

X Schedule VI Details Valuation Date 31st March, 2015


Current Liability 13,601 15,446Non-Current Liability 446,571 456,973


40

Notes to Financial Statements for the year ended 31st March, 201531 Related Party Disclosures:(A) List of Related Parties and list of related parties with whom transactions have taken place during the year / previous year:

Subsidiaries1) EMDI (Overseas) FZ LLC

2) Eduhub Education Pvt Ltd (upto 30.03.2015)

Joint Venture1) EMDI Wedding Academy LLP - (50% Share in Profit & Loss)

Key Managerial Personnel1) Mr. Nowshir Engineer - Managing Director (No transaction during the year/ previous year)2) Mr. Dharmesh Parekh - Company Secretary3) Mrs. Binal Gala - Chief Financial Officer from 01/04/2014 to 08/08/20144) Mr. Samkeet Patel - Chief Financial Officer w.e.f 05/02/20155) Mrs. Asha Parekh - Consultant (Relative of Dhamesh Parekh)

B) Transactions with Related Parties:

Nature of Transactions Subsidiaries Joint Venture Key Managerial Personnel

Total

Loan given received backEMDI (Overseas) FZ LLC 7,683,615 - - 7,683,615

(3,131,283) - - (3,131,283)

Eduhub Education Pvt Ltd 2,450,000 - - 2,450,000 (750,000) - - (750,000)

Business auxiliary services paidEduhub Education Pvt Ltd - - - -

(1,354,340) - - (1,354,340)

Salary & Allowances paidDharmesh Parekh - - 1,199,737 1,199,737

- - (1,031,400) (1,031,400)

Binal Gala - - 154,000 154,000 - - (663,500) (663,500)

Samkeet Patel - - 188,332 188,332 - - - -

Asha Parekh - - 3,51,900 3,51,900- - (2,33,100) (2,33,100)

Business auxiliary services receivedEMDI Wedding Academy LLP - - - -

- (490,000) - (490,000)

Remuneration ReceivedEMDI Wedding Academy LLP

- - -

- 230,000 - 230,000

- - - -

Interest IncomeEMDI (Overseas) FZ LLC 1,064,019 - - 1,064,019

(1,468,050) - - (1,468,050)

Eduhub Education Pvt Ltd 210,000 - - 210,000 (267,700) - - (267,700)

Balances of related enterprises at the year endReceivable:

EMDI (Overseas) FZ LLC 3,107,356 - - 3,107,356 (10,923,909) - - (10,923,909)

Eduhub Education Pvt Ltd - - - -

(2,450,000) - - (2,450,000)

* Figures in bracket represents previous year's figures


41

32 Earning Per Equity Share 31st March 2015 31st March 2014

Profit After Tax 2,141,866 (1,533,714)

Number of Equity Shares- Basic 7,907,715 6,007,715

Number of Equity Shares- Diluted 7,683,879 6,007,715

Earning Per Share (Basic) 0.27 (0.26)

Earning Per Share (Diluted) 0.28 (0.26)

33 No impairment provision has been made in the financial statements with regard to the value of investment in EMDI (Overseas) FZ LLC, wholly-owned subsidiary of the Company although the net worth of the subsidiary is completely eroded as the management is expecting the positive trends in the results of the subsidiary on going concern basis.

34 Previous period figures have been regrouped / recast wherever necessary to make them comparable.











42

Form AOC-1(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint venturesPart “A”: Subsidiaries

(` in lakhs)

Sl. No. Particulars Details1. Name of the subsidiary EMDI (Overseas) FZ LLC2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period 1st April 2014 to 31st March 20153. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of

foreign subsidiariesAED=INR 16.82

4. Share capital 5.445. Reserves & surplus 15.896. Total assets 169.287. Total Liabilities 147.958. Investments -9. Turnover 510.72

10. Profit before taxation 74.5211. Provision for taxation -12. Profit after taxation 74.5213. Proposed Dividend -14. % of shareholding 100%

Notes:1. There is no subsidiary which is yet to commence operations.

2. The company has divested its entire shareholding in its joint venture subsidiary Eduhub Education Pvt Ltd on 31st March, 2015.

Part “B”: Associates and Joint Ventures (` in lakhs)

Name of associates/Joint Ventures EMDI Wedding Academy LLP1. Latest audited Balance Sheet Date 31st March, 20152. Shares of Associate/Joint Ventures held by the company on the year end

No. -Amount of Investment in Associates/Joint Venture 1.00Extend of Holding% 50%

3. Description of how there is significant influence N.A.4. Reason why the associate/joint venture is not consolidated N.A.5. Net worth attributable to shareholding as per latest audited Balance Sheet 2.406. Profit/Loss for the year 1.05

i. Considered in Consolidation 0.52ii. Not Considered in Consolidation 0.53

Notes:1. There are no associates or joint ventures which are yet to commence operations.

2. There are no associates or joint ventures which have been liquidated or sold during the year.

For and on behalf of the Board of Directors of Greycells Education Limited CIN: L65910MH1983PLC030838

Nowshir Engineer Abbas Patel Managing Director Director DIN :00932396 DIN:00547281

Dharmesh Parekh Samkeet Patel Company Secretary Chief Financial OfficerPlace : MumbaiDate: 13th May, 2015


43

INDEPENDENT AUDITOR’S REPORT

To The Members of Greycells Education LimitedReport on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Greycells Education Limited (hereinafter referred to as ‘the Holding Company’) and its subsidiary (the Holding Company and its subsidiary together referred to as ‘the Group’) and its jointly controlled entity, comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘the consolidated financial statements’).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as ‘the Act’) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group and its Jointly controlled entity in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statements.

Basis for Qualified Opinion

The Consolidated financial statements do not include the results of its erstwhile joint venture subsidiary – Eduhub Education Pvt. Ltd. for the year ended 31st March, 2015. The group has divested and disposed-off its entire share holding in this subsidiary as on 31st March, 2015. The financial results of this subsidiary have not been consolidated in the absence of receipt of audited / unaudited financial statements of this subsidiary (refer note 36).

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its jointly controlled entity as at 31st March, 2015, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 35 to the consolidated financial statements, which states that although the net worth of one of the subsidiary – EMDI (Overseas) FZ LLC is completely eroded, the same is consolidated on the going concern basis for the reasons stated in the said note.

Other Matters

We did not audit the financial statements / financial information of the subsidiary, whose financial statements / financial information reflect total assets of ` 169.28 lacs as at 31st March, 2015, total revenues of ` 514.53 lacs and net cash outflows amounting to ` 54.39 lacs for the year ended on that date, as considered in the consolidated financial statements.

These financial statements / financial information have been audited by other auditors whose report has been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary, and our report


44

in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary, is based solely on the report of the other auditor.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the report of the other auditor.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (‘the Order’), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding Company and its jointly controlled company incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section143 (3) of the Act, we report, to the extent applicable, that:

(a) We have sought and, except for the possible effect of the matter described in the paragraph of the Basis for Qualified Opinion above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may not have an adverse effect on the functioning of the Group since the Holding Company has divested –off its entire share holding in the said subsidiary at the year-end.

(f) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditor of its subsidiary company, and jointly controlled company incorporated in India, none of the directors of the Group companies and its jointly controlled entity incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. There were no pending litigations which would impact the consolidated financial position of the Group, and its jointly controlled entity.

ii. The Group, and its jointly controlled entity did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its jointly controlled entity incorporated in India.

For Ford, Rhodes, Parks & Co. Chartered Accountants

Firm’s Registration No. 102860W

Astha Kariya Partner

Place : Mumbai Membership No. 122491Date : 13th May, 2015


45

Annexure to the Independent Auditor’s ReportTo The Members of Greycells Education LimitedAs referred in Paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in our Auditors’ report of even date, the following statement is based on the comments in the Auditors’ reports on the standalone financial statements of the Holding Company and its jointly controlled entity incorporated in India.

1. (a) The Holding Company and its jointly controlled entity incorporated in India has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) The fixed assets were physically verified by the management during the year and there were no material discrepancies noticed on such physical verification. In our opinion, the frequency of verification is reasonable having regard to the size and the nature of its business.

2. The Holding Company and its jointly controlled entity incorporated in India did not hold any inventories during the year.

3. a) The Holding Company and its jointly controlled entity incorporated in India has not granted any loans to the parties covered in the register maintained under Section 189 of the Act except for an unsecured interest bearing loan granted by the Holding Company to its subsidiary incorporated in Dubai.

b) The receipt of the principal amount and interest on the above loan is regular.

c) There is no overdue amount of more than rupees one lakh in respect of the above loan.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Holding Company and its jointly controlled entity incorporated in India and the nature of their business for the purchase of fixed assets and for the sale of services. During the course of our audit, we have neither been informed nor have we observed any continuing failure to correct major weaknesses in internal control systems.

5. The Holding Company and its jointly controlled entity incorporated in India has not accepted any deposits from the public within the meaning of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and Rules framed thereunder.

6. The Central Government has not prescribed maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013 in case of the Holding Company and its jointly controlled entity incorporated in India.

7. a) According to the information and explanations given to us by the management and on the basis of examination of the books of accounts carried out by us, the Holding Company and its jointly controlled entity incorporated in India has been regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Wealth-Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us by management and the records of the Holding Company and its jointly controlled entity incorporated in India examined by us, there were no disputed dues in respect of Income-tax, Sales-tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as at 31st March, 2015.

(c) There were no amounts which were required to be transferred to the Investors Education and Protection Fund by the Holding Company and its jointly controlled entity incorporated in India in

accordance with the relevant provisions of the Act and the rules made thereunder.

8. The Holding Company, its subsidiary incorporated in Dubai and its jointly controlled entity incorporated in India has consolidated accumulated losses which do not exceed fifty percent of their consolidated net worth as at 31st March, 2015. The Holding Company, its subsidiary incorporated in Dubai and its jointly controlled entity incorporated in India has neither incurred any consolidated cash loss for the financial year ended on that date nor any consolidated cash loss in the immediately preceding financial year.

9. The Holding Company and its jointly controlled entity incorporated in India has not taken any loan from banks or financial institutions during the year. The Holding Company and its jointly controlled entity incorporated in India has not issued any debentures.

10. The Holding Company and its jointly controlled entity incorporated in India has not given any guarantee for loans taken by others from bank or financial institutions during the year.

11. The Holding Company and jointly controlled entity incorporated in India has not taken any term loan.

12. According to the information and explanations obtained by us, no material fraud on or by the Holding Company and its jointly controlled entity incorporated in India has been noticed during the course of our audit or reported during the year.

For Ford, Rhodes, Parks & Co.Chartered Accountants

Firm’s Registration No. 102860W

Astha Kariya PartnerPlace : Mumbai Membership No. 122491Date : 13th May, 2015


46

Consolidated Balance Sheet as at 31st March, 2015

Notes As At 31st March, 2015 As At 31st March, 2014` `

EQUITY AND LIABILITIES Shareholders' Funds (a) Share Capital 2 79,081,025 60,081,025 (b) Reserves and Surplus 3 198,128,393 185,857,472 Minority Interest - (1,538,676) Non - Current Liabilities (a) Long-Term Provisions 4 2,245,831 1,996,782 (b) Long-Term Liabilities 5 21,800 -

Current Liabilities (a) Short-Term Borrowings 6 - 1,000,000 (b) Trade Payables 7 2,195,715 2,700,566 (c) Other Current Liabilities 8 17,894,353 23,982,007 (d) Short-Term Provisions 9 37,143 67,653

Total 299,604,260 274,146,828 ASSETS Non-Current Assets (a) Fixed Assets 10

(i) Tangible Assets 3,522,223 4,780,248 (ii) Intangible Assets 173,017,651 174,000,263 (iii) Capital WIP - 1,155,050

(b) Non-Current Investments 11 50,400,000 50,400,000 (c) Deferred Tax Assets (net) 12 3,589,190 3,682,928 (d) Long-Term Loans and Advances 13 3,432,891 4,689,269 (e) Other Non Current Asset 14 - -

Current Assets (a) Current Investments 15 2,644,193 14,060,182 (b) Trade Receivables 16 2,430,878 3,411,727 (c) Cash and Cash Equivalents 17 24,306,010 13,969,928 (d) Short-Term Loans and Advances 18 34,217,178 3,997,233 (e) Other Current Assets 19 2,044,046 -

Total 299,604,260 274,146,828

Significant accounting policies 1 Notes to the Financial Statements. 1-37The accompanying notes are an integral part of the financial statements.










47

Consolidated Statement of Profit and Loss for the year ended 31st March, 2015

Notes Year Ended 31st March, 2015

`

Year Ended 31st March, 2014

`

Revenue from Operations 20 80,089,573 96,898,364

Other Income 21 6,016,674 2,646,005

Total Revenue 86,106,247 99,544,369

Expenses:

Direct Expenses 22 14,268,524 20,191,370

Employee Benefit Expenses 23 21,988,251 21,190,474

Depreciation and Amortization 10 2,029,658 1,628,796

Other Expenses 24 40,737,414 56,238,389

Total Expenses 79,023,847 99,249,029

Profit/ (Loss) Before Exceptional Items and Tax 7,082,400 295,340

Exceptional Items

Profit on divestment in joint-venture subsidiary 25 (a) 1,863,558 -

Compensation received from past Business Associates 25 (b) 350,000 4,044,132

Profit/ (Loss) Before Prior Period Items 9,295,958 4,339,472

Prior Period Items

Prior Period Income - Depreciation Reversal - 1,365,776

Profit / (Loss) After Prior Period Items and Before Tax 9,295,958 5,705,248

Tax Expense :

Current Tax 23,542 -

Deferred Tax - Expenses / (Income) 12 (74,950) (687,642)

Prior year Tax Adjustments 26,018 -

Profit /(Loss) for the Year 9,321,348 6,392,890

Less: Minority Interest - 625,003

Profit /(Loss) for the Year 9,321,348 5,767,887

Earnings per equity share in -Basic 34 1.18 0.96

-Diluted 1.21 0.96

Significant accounting policies 1

Notes to the Financial Statements. 1-37











48

Consolidated Cash Flow Statement for the year ended 31st March, 2015 31st March 2015 31st March 2014

` `Cash Flow from Operating ActivitiesNet Profit/ (Loss) before Tax and Exceptional Items 7,082,400 295,340Adjustments for:Depreciation / Amortization 2,029,658 1,628,796Provision for Doubtful Debts and Advances 1,258,977 2,665,798Loss on Sale of Assets 146,061 349,293Fixed Asset written off 30,120 -Interest on Inter Corporate Deposits (4,542,686) -Interest on Other Loans & Advance (210,000) -Interest on Fixed Deposits (265,463) (178,022)Gain on Redemption of Mutual Funds (584,011) (60,182)Interest on Income Tax Refund (27,544) (74,486)Operating Profit / (Loss) before working capital changes 4,917,512 4,626,537Adjustments for:Trade and other Payables (504,851) 697,003Long Term Provisions 249,050 -Short Term Provisions (54,052) (244,211)Other Current Liabilities (3,306,479) (1,095,447)Refundable Deposits from Students 21,800 -Trade Receivables (275,711) (4,442,584)Short Term Loans and Advances (410,331) (189,414)Long Term Loans and Advances 342,179 -

(3,938,395) (5,274,652)Cash generated / (used in) operations 979,117 (648,116)Direct taxes (paid) / refund (net) (207,522) 957,372Interest on Income Tax Refund 27,544 74,486Cash Flow before extraordinary items 799,139 383,742Extraordinary items / Exceptional Items 350,000 4,044,132Prior Period Items - 1,365,776Foreign Currency Translation Reserve 896,913 637,802Net Cash from Operating Activities 2,046,052 6,431,452Cash Flow from Investing ActivitiesPurchase of Fixed Assets (754,173) (2,927,697)Proceeds from sale\scrap of Fixed Assets 1,100 39,809Proceeds from sale of Current Investments 12,000,000 2,060,182Purchase of Current Investments - (12,060,182)Interest on FD 205,652 511,837Fixed Deposits with maturity more than 3 months (5,000,000) -Interest others 68,120 -Divestment of investment in erstwhile subsidiary 3,226,645 -Inter Corporate Deposit (30,000,000) -Interest on Inter Corporate Deposits 4,542,686 -Net Cash used in Investing Activities (15,709,970) (12,376,051)Cash Flow from Financing ActivitiesIssue of equity shares 19,000,000 -Net Cash from Financing Activities 19,000,000 -Net Increase / (Decrease) in cash and cash equivalents 53,36,082 (5,944,599)Cash and cash equivalents at the beginning of the year (Opening Balances) 13,969,928 19,914,527Cash and cash equivalents at the end of the year (closing Balances) 19,306,010 13,969,928Components of Cash and Cash Equivalents:Cash on Hand 13,029 26,122Fixed Deposit with maturity less than 3 months 4,465,895 -Balance with Bank 14,827,086 13,943,806

19,306,010 13,969,928Notes:1. The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard 3 "Cash Flow Statement".2. Previous year figures have been re-grouped and rearranged wherever necessary.As Per Our Report of Even DateFor Ford, Rhodes, Parks & Co.Chartered AccountantsFirm’s Registration No. 102860W








49

Notes to Consolidated Financial Statements for the year ended 31st March, 2015

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements are prepared under the historical cost convention, on accrual basis of accounting, in accordance with the accounting

principles generally accepted in India and comply with the standards on accounting issued by the Institute of Chartered Accountants of India and referred to in Section 133 of the Companies Act, 2013. The significant accounting policies are as follows:

Principles of Consolidation The consolidated financial statements are prepared on following basis:

i) The financial statements of subsidiaries have been combined on line by line basis by adding together the book value of like items of assets, liabilities, income, expenditure after eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses.

ii) The consolidated financial statements are prepared by adopting uniform accounting policies like transactions or other events in similar circumstances and are presented to the extent possible, in the same manner as the parent company’s financial statements. Necessary adjustments have been made to the audited accounts of the subsidiary for adopting uniform accounting policies for the purpose of consolidation.

iii) The functional currency of the Parent Company and its Joint Venture LLP is Indian Rupee, whereas the functional currency of its Dubai based subsidiary is its respective local currency. Its accounts are converted from its local currency to Indian Rupees in the following manner :

All income and expense items are translated at the average rate of exchange applicable for the period. All monetary and non-monetary assets and liabilities are translated at the closing rate as on balance sheet date. The equity share capital is stated at the exchange rate at the date of investment. The exchange difference arising out of the year / period end translation is debited or credited to Foreign Currency Translation Account.

iv) The difference between the Company’s cost of investment in the subsidiaries over its portion of equity at the time of acquisition of shares is recognized in the consolidated financial statements as Goodwill or Capital Reserve as the case may be.

a. Revenue Recognition The Group follows the mercantile system of accounting and recognizes income and expenditure on accrual basis. Income from the student fees are

recognized over the period of instruction of course. Non-refundable premier relationship fees receivable under business association agreements are taken to income as and when due.

Dividend income is accounted for as and when declared.

b. Fixed Assets and Depreciationa) Depreciation is provided on the assets on their original costs up to their net residual value estimated at one percent of the original cost, prorata

to the period of use on the written down value method, over their estimated useful life as per schedule II to the Companies Act, 2013.

b) Intangible assets are amortized as under

i) Goodwill over the period of five years.

ii) Trade Mark over the period of ten years.

iii) Capital expenditure on office improvement is amortized equally over the lease period

c. Impairment of Assets At each balance sheet date, the Group reviews the carrying value of assets for any possible impairment. An impairment loss is recognized when the

carrying amount of asset exceeds its recoverable amount which is the higher of net realizable amount as on the balance sheet date and the present value of the economic benefit resulting from the future use of the asset.

d. Investments Investments are capitalized at cost of acquisition plus direct incidental expenses. Provision for diminution in the value of long term investments is

made in accordance with Accounting Standard 13 - ‘Accounting for Investments’ issued by the Institute of Chartered Accountants of India.

e. Employee Benefits The Company provides for gratuity benefits to its employees as per the provisions of The Payment of Gratuity Act, 1972. The gratuity benefit scheme

is unfunded and provision for the same is made on actuarial basis.

f. Foreign Currency Translation Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the date of transactions. Exchange differences arising

on foreign exchange transactions settled during the year are recognized in the profit and loss account of the year.

Monetary assets and liabilities in foreign currency, which are outstanding as at the year end are translated at the year end at the closing exchange rate and the resultant exchange difference is recognized in the profit and loss account.

Non monetary assets and non-monetary liabilities denomination in foreign currency are measured at historical cost and are translated at exchange rate prevailing at the date of transaction.

g. Provisions and Contingent Liabilities

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are disclosed in the notes to accounts.

h. Taxation Provision for taxation has been made in accordance with the Income Tax laws prevailing for the relevant assessment years.

i. Deferred Tax Deferred tax assets / liabilities resulting from timing differences between book and tax profits is accounted for at the current rate of tax to the extent

that the timing differences are expected to crystallise in future. Deferred tax assets in respect of carried forward business losses and unabsorbed depreciation as per Income Tax provisions is recognized only if there is virtual certainty of recoupment of the same out of future taxable income.


50



` `

2 Share Capital:

Authorized :

11,700,000 (P.Y. 11,700,000) Equity shares of ` 10 each 117,000,000 117,000,000

117,000,000 117,000,000

Issued, subscribed and fully paid-up

7,907,715 Equity shares (P.Y. 6,007,715) of `10 each 79,077,150 60,077,150

Forfeited Shares

Amount paid up on 1,550 forfeited Equity Shares 3,875 3,875

79,081,025 60,081,025

a Terms and Rights:

The Holding Company has only one class of equity shares having a par value of `10 per share. Each holder of equity shares is entitled to one vote per share.In the event of liquidation of the Holding Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

b The above issued, subscribed and paid up share capital includes 2,276,215 Equity shares of `10 each fully paid up which were issued on rights basis at the premium of ` 40 per share in last five years.

c The Holding Company had issued a postal ballot notice to the shareholders of the Company on 31.03.2014 for issuing 1,900,000 equity shares of ` 10/- each to Krisma Investments Private Limited (one of the member of the promoter and promoter group of the Company) on preferential allotment basis in accordance with the provisions of Chapter VII of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and other applicable laws. The same was approved through postal ballot on 5th May, 2014 and the shares were alloted by the company at its board meeting held on 13th May, 2014.

d Shareholders holding more than 5% of Shares

Name of the Shareholder

Bela Naishadh Desai No. of Shares 494,100 494,100

% holding 6.25% 8.22%

Krisma Investments Pvt Ltd No. of Shares 2,613,341 711,317

% holding 33.05% 11.84%

Koppara Sajeeve Thomas No. of Shares 784,390 784,390

% holding 9.92% 13.06%

Nowshir Rusi Engineer No. of Shares 421,000 421,000

% holding 5.32% 7.01%

Religare Finvest Ltd No. of Shares 197,162 687,162

% holding 2.49% 11.44%

3 Reserves and Surplus:

Securities Premium:

As per last Balance Sheet 285,579,100 285,579,100

Closing Balance 285,579,100 285,579,100

General Reserve:

As per last Balance Sheet 880,566 880,566

Closing Balance 880,566 880,566


51



` `

Capital Reserve:

As per last Balance Sheet 26,275,000 17,875,000

Add: Share Warrant Forfeited - 8,400,000

Closing Balance 26,275,000 26,275,000

Exchange Fluctuation Reserve:

As per Last Balance sheet (2,520,630) (3,158,432)

Add: Addition during the year 896,913 637,802

Closing Balance (1,623,717) (2,520,630)

Deficit in Statement of Profit and Loss:

As per Last Balance sheet (124,356,564) (130,124,451)

Less: Additional Depriciation for earlier years - net of Deferred Tax (Refer Note no.10(i) ) (304,261) -

Add: Profit for the year as per the Statement of Profit And Loss 9,321,348 6,392,890

Less:- Removal of Accumulated losses on divestment of JV Subsidiary (Refer Note no. 36) 2,356,921 -

Less: Minority Interest - (625,003)

Closing Balance (112,982,557) (124,356,564)

198,128,393 185,857,472

4 Non Current Provision:

Long-term Provisions

Provision for Employee Benefits 2,245,831 1,996,782

2,245,831 1,996,782

5 Non Current Liabilities:

Refundable Deposits from Students 21,800 -

21,800 -

6 Current Liabilities:

Short Term Borrowings

Loan from Directors - 300,000

Other Loans - 700,000

- 1,000,000

7 Trade Payables 2,195,715 2,700,566

2,195,715 2,700,566

8 Other Current Liabilities:

Advance Fees Received 16,391,687 21,357,419

Other Creditors 842,220 1,802,035

Creditors for Capital Goods - 63,329

Refundable Deposits from Students 456,000 400,900

Statutory Dues Payable 204,446 358,325

17,894,353 23,982,008

9 Short-term Provisions:

Provision for Employee Benefits

Gratuity 13,601 15,446

Leave Encashment - 52,207

Provision for Tax 23,542 -

37,143 67,653


52


11 Fixed Assets:

31st March 2015 31st March 2014` `

11 Non Current Investments:Non Trade Investment (Unquoted, at cost)245,554 Equity Shares of ` 10 each in AAT Academy India Ltd. 50,400,000 50,400,000

50,000 Equity Shares of ` 10 each in Vyom Events & Entertainment Pvt Ltd (erstwhile Minds Eye Production Pvt. Ltd)

13,000,000 13,000,000

63,400,000 63,400,000Less: Provision For Diminution In Value Of Investment in Vyom Events & Entertainment Pvt Ltd (erstwhile Minds Eye Production Pvt. Ltd)

13,000,000 13,000,000

50,400,000 50,400,00012 Deferred Tax Assets / (Liabilities):

Deferred Tax Asset (Gross): On Depreciation Differential 2,290,243 2,139,941 On Provision of Gratuity 130,837 145,978 On Provision for Doubtful Debts 1,168,110 1,168,110 On Provision of Temporary Disallowance - 228,899

3,589,190 3,682,928 Deferred Tax Liability (Gross) - - Deferred Tax Asset (Net) 3,589,190 3,682,928

No Deferred tax asset has been recognized on unabsorbed depreciation and carried forward business losses as there is no virtual certainty that the same will be realized out of future taxable income.

10. Fixed Assets: Amount in `Gross Block Depreciation Net Block

As at 31/03/2014

Additions During the

Year

Disposals During the

Year

Adjustments As at 31/03/2015

Up to 31/03/2014

Prior Period Adjustment

(Depreciation Written Back)

For the Year

On Disposals

Adjustments Up to 31/03/2015

W.D.V. as on

31/03/2015

W.D.V. as on

31/03/2014

Tangible Assets:Furniture And Fixtures

3,526,933 - - (1,885,173) 1,641,760 2,161,277 - 209,790 - (1,011,314) 1,359,754 282,008 1,365,658

Office Equipments 4,605,139 163,269 (118,030) (630,291) 4,020,087 2,081,750 274,882 651,670 (62,843) (230,286) 2,715,172 1,304,915 2,523,388

Computer System 4,135,439 34,490 (293) (495,660) 3,673,976 3,637,818 165,438 138,427 (128) (396,607) 3,544,948 129,028 497,620

Motar Car 475,410 - 475,410 215,798 - 30,013 - - 245,810 229,600 259,612

Library Books 185,879 - - (13,730) 172,149 185,879 - - - (13,730) 172,149 - -

Office Improvements

6,439,096 2,365,008 (6,439,096) - 2,365,008 6,305,125 - 799,501 (6,316,290) - 788,336 1,576,672 133,970

Total A 19,367,896 2,562,767 (6,557,419) (3,024,854) 12,348,390 14,587,647 440,320 1,829,401 (6,379,261) (1,651,937) 8,826,168 3,522,223 4,780,248Intangible Assets:Goodwill 7,635,920 - - - 7,635,920 7,635,920 - - - - 7,635,920 - -

Goodwill on Consolidation

173,187,263 - - (773,355) 172,413,908 - - - - - - 172,413,908 173,187,263

Computer Software

350,000 - - - 350,000 350,000 - - - - 350,000 - -

Trade Marks 2,065,000 4,000 - (65,000) 2,004,000 1,252,000 - 200,258 - (52,000) 1,400,258 603,743 813,000

Total B 183,238,183 4,000 - (838,355) 182,403,828 9,237,920 - 200,258 - (52,000) 9,386,178 173,017,651 174,000,263Total (A+B) 202,606,079 2,566,767 (6,557,419) (3,863,209) 194,752,218 23,825,567 440,320 2,029,658 (6,379,261) (1,703,937) 18,212,345 176,539,873 178,780,511Capital WIP - - - - - - - - - - - - 1,155,050Previous Year 203,144,921 470,200 1,009,042 - 202,606,079 24,182,488 1,365,776 1,628,796 619,940 - 23,825,567 178,780,511 -

i) Pursuant to the implementation of Schedule II to the Companies Act, 2013, the Company has revised the useful life of its fixed assets. As envisaged under the Schedule, the Company is now charging the depreciation on its existing tangible assets on written down method basis over the balance life of the assets keeping a residual value of one percent. The depreciation charged during the year pertaining to assets whose revised useful life has expired prior to commencement of the financial year has been adjusted against retained earnings in terms of Schedule II.An amount of ` 304,260 has been adjusted against the opening surplus which is net of deferred tax of ` 136,059. Due to the change in useful life of the assets, the depreciation charged during the year (including adjusted against opening surplus) is higher by ` 338,000.ii) The amounts in the 'Adjustments' column represents amount of assets relating to the erstwhile subsidiary lying in the opening block of assets, the shares of which has now been divestred.


53


31st March 2015 31st March 2014

` `

13 Long Term Loans and Advances(Unsecured and Considered Good):Capital Advance - 720,000

Security Deposits 2,669,760 3,388,790

Advance Tax (Net of Provision) 763,130 580,479

3,432,890 4,689,269

14 Other Non Current assetsReceivable From Business Associate 1,957,292 1,957,292

Less: Provision For Doubtful Receivable (Refer Note No 27) 1,957,292 1,957,292

- -

15 Current InvestmentsQuoted units of Mutual Fund (valued at lower of cost or market value )

185,377.503 units (P.Y. 985,719.15 units) IDFC Dynamic Bond Fund- Growth 2,644,193 14,060,182

2,644,193 14,060,182

Market Value in ` 3,208,752 14,530,585

16 Trade Receivable - Unsecured:Debts overdue for more than six months:

Considered Good 2,112,785 163,644

Considered Doubtful 2,709,200 2,195,638

Other Debts Considered Good 318,093 3,248,083

5,140,078 5,607,365

Less : Provision for Doubtful Debts 2,709,200 2,195,638

2,430,878 3,411,727

17 Cash and Bank Balance:Cash and Cash Equivalents Balances with Bank 14,827,086 13,943,806 In Fixed Deposit having maturity upto 3 Months 4,465,895 - Cash on hand 13,029 26,122

19,306,010 13,969,928Other Balances with Bank In Fixed Deposit having maturity more than 3 Months 5,000,000 -

24,306,010 13,969,92818 Short Term Loans/ Advances:

(Unsecured, Considered Good)Advance Tax (Net of Provisions) - 190,385Other Advances 717,552 276,593Inter Corporate Deposit 30,000,000 -Balances with Statutory Authorities 598,813 894,096Loans and Advances to Employees 25,000 33,000Prepaid Expenses 2,875,813 2,603,159

34,217,178 3,997,23319 Other Current Assets:

Accrued Interest on Fixed Deposit 59,811 -Interest receivable 141,880 -Other Receivables 1,842,356 -

2,044,047 -


54


31st March 2015 31st March 2014` `

20 Revenue from OperationsCourse Fees 77,732,386 90,962,264 Event Income 396,373 5,936,100 Income from Premier Relationship fees 1,960,814 -

80,089,573 96,898,364 21 Other Income

Interest Income on:Bank Fixed Deposits 265,463 178,022 Inter Corporate Deposit 4,542,686 - Income Tax Refund 27,544 74,486 Others Loans and Advances 210,000 5,045,693 - 252,508

Gain on redemption of mutual fund 584,011 60,182 Provision No Longer Required written Back 143,555 2,187,752 Sundry Balance written Back 1,419 4,748 Miscellaneous Income 241,996 140,815

6,016,674 2,646,005 22 Cost of Services Rendered (Direct):

Faculty Fees 4,798,001 6,563,593 Business Auxiliary Services 8,630,038 6,511,168 Certification Fees 429,000 709,065 Event Expenses - 5,648,377 Student Activities 297,109 759,167 Class room Rent 114,376 -

14,268,524 20,191,370 23 Employee Benefit Expenses:

Salaries, Wages and Bonus 21,260,391 19,466,888 Staff Welfare Expenses 385,901 375,037 Leave Encashment Expenses 49,732 75,353 Gratuity Expenses 292,227 1,273,196

21,988,251 21,190,474

24 Other Expenses Electricity Charges 245,552 740,913 Rent and Other Compensation 10,677,026 15,086,913 Repair and Maintenance 613,310 1,484,997 Rates and Taxes 260,336 246,076 Auditors Remuneration

Audit Fees 255,150 261,888 Others 3,850 36,050 Limited Review Fees 45,000 45,000

Legal and Professional Fees 8,663,637 12,999,839 Advertisement and Marketing Expenses 12,811,249 17,485,093 Directors Sitting Fees 26,500 15,000 Postage and Courier 31,277 34,598 Printing and Stationery 473,466 609,575 Company Law Matter and Listing Fees 522,439 204,233 Telephone Expenses 838,097 1,161,526 Travelling Expenses 2,216,480 1,079,689 Conveyance Expenses 535,024 494,528 Loss on Sale/Scrapping of Fixed Assets 146,061 349,293 Fixed Asset Written-off 30,120 - Bad Debts Written-off 143,828 3,135 Provision For Doubtful Debts 1,258,977 2,665,798 Other Miscellaneous Expenses 940,035 1,234,245

40,737,414 56,238,389


55

Notes to Consolidated Financial Statements for the year ended 31st March, 201525 (a) During the year, the Holding Company has divested its entire

shareholding in its joint venture subsidiary - Eduhub Education Pvt Ltd. The Profit of ` 1,863,558 arising on divestment has been shown as exceptional item and appropriate treatment has been given in the consolidated financial statements.

25 (b) The exceptional item of ̀ 350,000 shown represents compensation (net of related expenses) received from past Business Associate.

26 Contingent Liability: Capital commitment not provided for (net of advances) ` NIL

(P.Y. ` 443,968)

27 The business association with Mrs. Ruchi Mahajan had concluded in terms of Memorandum of Understanding in the earlier year.The balance outstanding amount of ` 1,957,292 (P.Y. ` 19,57,292) which is doubtful of recovery has been provided for in the financial statement under the head "Other Non-Current Assets".

28 No vendors have informed the Company of their being registered under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, as per the information available with the Group Company, there are no amounts payable to such vendors as at the year end.

29 Managerial Remuneration:

PARTICULARS 31st March, 2015 `

31st March, 2014 `

Salary and Allowances 7,915,324 6,909,666

30 The Group is presently engaged in the business of vocational education in Media and Entertainment. The Geographical segments has been identified as primary segment and reported as per Accounting Standard 17 - 'Segment Reporting' as below:

Geographical Segments are:

a. India

b. International

31st March, 2015 `

31st March, 2014 `

Segment Revenue a. India 28,636,566 43,384,602 b. International 51,453,007 53,513,762 Total 80,089,573 96,898,364 Less: Inter Segment Revenue - - Net Sales / Income From Operations 80,089,573 96,898,364 Segment Result a. India (5,322,552) (17,383,443) b. International 6,388,277 15,032,782 Total 1,065,725 (2,350,661) Add: Other Income 6,016,673 2,646,004 Less: (i) Interest - - (ii) Other Un-allocable expenditure net off un-allocable income

- -

Add: Exceptional Items 2,213,558 4,044,132 Add: Prior Period Items - 1,365,776 Total Profit before Tax 9,295,958 5,705,251 Capital Employed a. India 2,682,511 2,058,406 b. International (4,414,833) 253,681 Total (1,732,322) 2,312,087 Add: Un-allocable corporate assets less liabilities

278,941,740 237,647,445

Total Capital Employed in the Company 277,209,418 239,959,532

31 The Group Company operates an unfunded gratuity scheme for its employees. The disclosures in respect of the scheme as required in the Accounting Standard 15 - ‘Employee Benefits’, issued by the Institute of Chartered Accountants of India’ are given below :Defined Benefit PlansGratuity Scheme (Unfunded Scheme)

In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions:-

I Assumptions as at Valuation Date31st March, 2015


Mortality IALM(2006-08) Ult. LIC (1994-96) Ult.

Discount Rate 7.85% 9.20%

Rate of increase in compensation 6% 6%

Rate of return (expected) on plan assets - -

Withdrawal rates 2% 2%

II Changes in present value of obligations Valuation Date31st March, 2015


PVO at beginning of period 472,419 421,058

Interest cost 41,772 33,895

Current Service Cost 83,301 132,578

Benefits Paid (36,750) -

Actuarial (gain)/loss on obligation (100,570) (115,112)

PVO at end of period 460,172 472,419

III Changes in fair value of plan assets Valuation Date31st March, 2015


Fair Value of Plan Assets at beginning of period - -

Adjustment to Opening Fair Value of Plan Assets - -

Expected Return on Plan Assets - -

Contributions 36,750 -

Benefit Paid (36,750) -

Actuarial gain/(loss) on plan assets - -

Fair Value of Plan Assets at end of period - -

IV Fair Value of Plan Assets Valuation Date31st March, 2015


Fair Value of Plan Assets at beginning of period - -


Actual Return on Plan Assets - -

Contributions 36,750 -

Benefit Paid (36,750) -


Funded Status (460,172) (472,419)

Excess of actual over estimated return on Plan Assets

- -

V Actuarial Gain/(Loss) RecognizedActuarial Gain/(Loss) for the period (Obligation) 100,570 115,112

Actuarial Gain/(Loss) for the period (Plan Assets) - -

Total Gain/(Loss) for the period 100,570 115,112

Actuarial Gain/(Loss) recognized for the period 100,570 115,112

Unrecognized Actuarial Gain/(Loss) at end of period

- -


56


VI Amounts to be recognized in the Balance Sheet and Statement of Profit & Loss



PVO at end of period 460,172 472,419


Funded Status (460,172) (472,419)

Unrecognized Actuarial Gain/(Loss) - -

Net Asset/(Liability) recognized in the balance sheet (460,172) (472,419)

VII Expense recognized in the Statement of Profit & Loss



Current Service Cost 83,301 132,578

Interest cost 41,772 33,895

Expected Return on Plan Assets - -

Net Actuarial (Gain)/Loss recognized for the period

(100,570) (115,112)

Expense recognized in the Statement of Profit & Loss

24,503 51,361

VIII Movements in the Liability recognized in Balance Sheet



Opening Net Liability 472,419 421,058


Expenses as above 24,503 51,361

Contribution paid (36,750) -

Closing Net Liability 460,172 472,419

IX Experience Anyalisis - Liabilities Valuation Date31st March, 2015


Actuarial (Gain)/Loss due to change in bases 39,973 (71,142)

Experience (Gain) / Loss due to Change in Experience

(140,543) (43,970)

Total (100,570) (115,112)

Experience Anyalisis - Plan AssetsExperience (Gain) / Loss due to Change in Plan Assets

- -

X Schedule VI Details Valuation Date31st March, 2015


Current Liability 13,601 15,446

Non-Current Liability 446,571 456,973

32 The Consolidated Financial Statements of the Group includes financial statements of subsidiaries consolidated as per Accounting Standard 21 - 'Consolidated Financial Statements' issued by Institute of Chartered Accountants of India.

a. The Holding Company, its subsidiaries and its joint venture (jointly referred to as the ‘Group’ herein under) considered in these consolidated financial statements are: Subsidiaries:

Name of the Company

Country of Incorporation

% voting power held as at 31st

March, 2015

% voting power held as at 31st March,

2014 EMDI (overseas) FZ LLC

Dubai 100% 100%

Eduhub Education Pvt Ltd *

India -

51%

* The Group has divested its investment in its Joint Venture Subsidiary Eduhub Education Pvt Ltd on 31.03.2015 (Refer Note no. 36)

Joint Venture: Name of the

Company Country of

Incorporation % ownership interest, as at 31st March,

2015

% ownership interest, as at 31st March,

2014EMDI Wedding Academy LLP **

India 50% 50%

** The Group has adopted and accounted for interest in the jointly controlled entity 'EMDI Wedding Academy LLP' using the 'Proportionate Consolidation Method' as per Accounting Standard 27 - 'Financial Reporting of Interest in Joint Ventures' issued by Institute of Chartered Accountant of India.

b. Additional information, as required under Schedule III to the Companies Act, 2013 of enterprises consolidated as Subsidiaries/ Joint Ventures.Name of the Enterprise

Net Assets i.e (Total Assets - Total

Liabilities)

Share in Profit or Loss

As % of consolidated

net assets

Amount in ` As % of consolidated profit or loss

Amount in `

Parent Company:

Greycells Education Limited

142.16

393,957,560

22.98 2,141,866

Subsidiaries:

Foreign

EMDI (Overseas) FZ LLC

7.15

19,816,312

79.95 7,452,296

Joint Venture:

Indian

EMDI Wedding Academy LLP

0.19

52,645

0.56 52,645

Total Eliminations

(49.50)

(136,617,099)

(3.49) (325,459)

TOTAL 100 277,209,418 100 (9,321,348)


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Notes to Consolidated Financial Statements for the year ended 31st March, 201533. Related Party Disclosures:(A) List of Related Parties and list of related parties with whom transactions have taken place during the year / previous year:

Subsidiaries1) EMDI (Overseas) FZ LLC2) Eduhub Education Pvt Ltd (upto 30.03.2015)Joint Venture1) EMDI Wedding Academy LLP - (50% Share in Profit / (Loss))Key Managerial Personnel1) Mr. Nowshir Engineer - Managing Director (No transaction during the year/ previous year)2) Mr. Dharmesh Parekh - Company Secretary3) Mrs. Binal Gala - Chief Financial Officer from 01/04/2014 to 08/08/20144) Mr. Samkeet Patel - Chief Financial Officer w.e.f 05/02/20155) Mrs. Asha Parekh - Consultant (Relative of Dhamesh Parekh)

B) Transactions with Related Parties:

Nature of Transactions Subsidiaries Joint Venture Key Managerial Personnel

Total

Loan given received backEMDI (Overseas) FZ LLC 7,683,615 - - 7,683,615

(3,131,283) - - (3,131,283)Eduhub Education Pvt Ltd 2,450,000 - - 2,450,000

(750,000) - - (750,000)Business auxiliary services paid

Eduhub Education Pvt Ltd - - - - (1,354,340) - - (1,354,340)

Salary & Allowances paid

Nowshir Engineer - - 7,915,324 7,915,324- - (69,09,666) (69,09,666)

Dharmesh Parekh - - 1,199,737 1,199,737 - - (1,031,400) (1,031,400)

Binal Gala - - 154,000 154,000 - - (663,500) (663,500)

Samkeet Patel - - 188,332 188,332 - - - -

Asha Parekh - - 3,51,900 3,51,900(2,33,100) (2,33,100)

Business auxiliary services receivedEMDI Wedding Academy LLP - - - -

- (490,000) - (490,000)Remuneration Received

EMDI Wedding Academy LLP - - - - 230,000 - 230,000 - - - -

Interest IncomeEMDI (Overseas) FZ LLC 1,064,019 - - 1,064,019

(1,468,050) - - (1,468,050)Eduhub Education Pvt Ltd 210,000 - - 210,000

(267,700) - - (267,700)Balances of related enterprises at the year endReceivable:

EMDI (Overseas) FZ LLC 3,107,356 - - 3,107,356 (10,923,909) - - (10,923,909)

Eduhub Education Pvt Ltd - - - - (2,450,000) - - (2,450,000)

* Figures in bracket represents previous year's figures


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34 Earning Per Share: 31st March, 2015 31st March, 2014

Profit After Tax 9,321,348 5,767,887

Number of Equity Shares 7,907,715 6,007,715

Number of Equity Shares- Diluted

7,683,879 6,007,715

Earning Per Share (Basic) 1.18 0.96

Earning Per Share (Diluted) 1.21 0.96

35 The financial results of one of the subsidiary - EMDI (Overseas) FZ LLC are consolidated in the above financial statements on a going concern basis although the net worth of the subsidiary has got completely eroded. The continuation of the business was then dependent on the financial support provided by the parent company.

During the financial years ended 31st March, 2013, 31st March, 2014, and 31st March, 2015, the subsidiary has made profits and has repaid part of the loans given by the parent company alongwith interest. The trend for the last three years being positive, the trend continuing, the management is hopeful of a turnaround for the subsidiary company.

36 The management of the operation of the joint venture subsidiary company - Eduhub Education Private Limited vested with minority shareholders. The Company did not receive the duly approved audited/ unaudited financial results post June 2014, hence the Company has not consolidated the same on 31st March, 2015, the Company has divested its entire shareholding in its joint venture subsidiary for a profit of ` 1,863,558. This is reflected as an exceptional item.

37 Previous period figures have been regrouped / recast wherever necessary to make them comparable.

As Per Our Report of Even DateFor Ford, Rhodes, Parks & Co.Chartered AccountantsFirm’s Registration No. 102860W








59

ATTENDANCE SLIPGREYCELLS EDUCATION LIMITED

CIN: L65910MH1983PLC030838Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013

(Please complete this Attendance Slip and hand it over at the entrance of the meeting hall)

I hereby record my presence at the 32nd Annual General Meeting of the Shareholders of the Company being held on, Wednesday, September 30, 2015 at

9.30 a.m. at Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013.

DP Id. : Folio No.:

Client Id.: No. of Shares held:

NAME OF THE SHAREHOLDER: (1st name)

(Joint Holder)

Name of Proxy

(To be filled in case of the proxy attends instead of shareholder)

Signature of Shareholder/Proxy*

Tear

Her

e

GREYCELLS EDUCATION LIMITEDCIN: L65910MH1983PLC030838

Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013

PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management Administration) Rules, 2014)

Name of Member(s):

Registered address:

E-mail Id :

Folio No./ Client Id. :

DP ID :

I/We, being the member(s) of Shares of Greycells Education Limited, hereby appoint

1. Name : E-mail Id :Address: Signature : , or failing him

2. Name : E-mail Id :Address: Signature : , or failing him

3. Name : E-mail Id :Address: Signature : ,

as my/our proxy to attend and vote (in a poll) for me/us and on my/our behalf at the 32nd Annual General Meeting of the Company to be held on Wednesday, September 30, 2015 at 9.30 a.m. at Forum Building, 1st Floor, 11/12, Raghuvanshi Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013 and at any adjournment thereof in respect of such resolutions as are indicated below:

Tear Here


60

Affix a` 1/-

RevenueStamp

I wish my above proxy to vote in the manner as indicated in the box below:Resolutions For Against

1. Adoption of Audited Financial Statements of the Company for the financial year ended March 31, 2015

2. Re-appointment of Ms. Bela Desai as Director

3. Ratification of appointment of Auditors and fixing their remuneration

4. Appointment of Mr. Yajurvindra Singh Bilkha as Director of the Company

5. Approval of related party transaction as per Section 188 of the Companies Act, 2013

Signed this day of 2015

Signature of Shareholder

Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

Tear Here

INDEXParticulars Page No.

Notice ____________________________________________________________________________________________________________

Director’s Report ____________________________________________________________________________________________________

Report on Corporate Governance _______________________________________________________________________________________

Management Discussion and Analysis ___________________________________________________________________________________

Standalone Accounts

Auditor’s Report _____________________________________________________________________________________________________

Balance Sheet ______________________________________________________________________________________________________


Notes to Account

____________________________________________________________________________________________________

________________________________________________________________________________________________

______________________________________________________________________________________

Consolidated Accounts

Auditor’s Report _____________________________________________________________________________________________________

Balance Sheet ______________________________________________________________________________________________________


_________________________________________________________________________________________________________

Notes to Accounts ___________________________________________________________________________________________________

Name of the Company : Greycells Education Limited

Registered Offce : Forum Building, 1 Floor, 11/12,Raghuvanshi Mills Compound, Senapati Bapat Marg,Lower Parel (West), Mumbai - 400013.

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BOARD OF DIRECTORS

Mr. Nowshir Engineer : Managing Director

Ms. Bela Desai : Promoter, Non-executive Director

Mr. Abbas Patel : Independent, Non-executive Director

Dr. Anil Naik : Independent, Non-executive Director

Mr. Dharmesh Parekh : Company Secretary & Compliance Officer

COMMITTEES OF BOARD

AUDIT COMMITTEE




NOMINATION & REMUNERATION COMMITTEE




CORPORATE INFORMATION

STAKEHOLDERS RELATIONSHIP COMMITTEE

Ms. Bela Desai : Chairperson & Member

Mr. Abbas Patel : Member

Mr. Nowshir Engineer : Member

STATUTORY AUDITORSFord, Rhodes, Parks & Co.Chartered Accountants

BANKERS

The Federal Bank Limited

Kotak Mahindra Bank Limited

REGISTRAR & SHARE TRANSFER AGENT

Bigshare Services Pvt. Ltd.E-2/3, Ansa Industrial Estate, Sakivihar Road,Saki Naka, Andheri (East), Mumbai – 400 072Tel : 28470652 / 28470653Fax : 28475207E-Mail : [email protected]

Cash Flow Statement

AOC - 1

Cash Flow Statement

CIN : L65910MH1983PLC030838

Website : www.greycellsltd.com

E-mail : [email protected]

Contact No. : 022 - 6147 9918

Mr. Yajurvindra Singh Bilkha : Non-Independent, Non-executive Director

1

5

17

23

27

30

31

32

33

42

43

46

47

48

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Mr. Samkeet Patel : Chief Financial Officer

INTERNAL AUDITORSP. B. Shetty & Co.Chartered Accountants


OR

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LT

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4028 5

888

COURIER

If undelivered please return to:

GREYCELLS EDUCATION LIMITEDForum Building, 1 Floor, 11/12,Raghuvanshi Mills Compound, Senapati Bapat Marg,Lower Parel (West), Mumbai - 400013.

Annual Report2014 - 2015

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