Humming Bird Education Ltd
Directors Reports
Dear Shareholders,
Your Director's have the pleasure of presenting the 13th
Annual Report on the business and operations of the Company together with the Audited
Financial Statements and the Auditors Report thereon for the financial year ended on 31st
March, 2023.
1. FINANCIAL SUMMARY
Your Company's Standalone and Consolidated performance during the
Financial Year 2022-23 as compared with that of the previous Financial Year 2021-22 is
summarized below:-
(Amount in INR)
|
Standalone |
Consolidated |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations (Net) |
20585849 |
5066394 |
24294071 |
7078125. |
Other Income |
2654705 |
882303 |
2858684 |
900612 |
Total Income ^ rm |
23240554 |
5948697 |
27152754 |
7978737 |
Total Expenditure |
20881843 |
9479995 |
24090538 |
11776145 |
Operating Profit |
3399173 |
-2519702 |
4159211 |
-2766085 |
Less: Finance Charges |
0.00 |
0.00 |
0.00 |
0.00 |
Cash Profit ECf UCf |
3399173 |
-2519702 |
4159211 |
-2766085 |
Less: Depreciation |
1040462 |
1011597 |
1096994 |
1031323 |
Profit before exceptional items, tax and share of
(profit)/loss in associates |
2358711 |
-3531299 |
3062217 |
3797408 |
Exceptional items |
61674 |
160382 |
0.00 |
0.00 |
Tax Expense/( Income) |
0.00 |
0.00 |
187137 |
8546 |
Net profit/(loss) after tax and before share of (profit)/loss
in Associates |
2297237 |
-3691681 |
2875080 |
-3805954 |
Share of profit/(loss) in associates |
- |
- |
260986 |
16233 |
Net profit/(loss) after tax for the year |
2297237 |
-3691681 |
2614094 |
-3822186 |
Earnings per equity share |
3.75 |
-6.02 |
4.26 |
-6.24 |
Basic & diluted (INR) for continuing Operations |
3.75 |
-6.02 |
4.26 |
-6.24 |
2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY. ITS
SUBSIDIARIES & IOINT VENTURES & OTHER ASSOCIATES:
During the year under review, the Company has earned a total revenue of
Rs. 2,32,40,554/- through against Rs. 59,48,697/- in the previous year, registering an
increase of 290% Approx. Your Company"s current year net profit Rs. 22,97,237/- from
net loss of Rs. 36,91,681/- in the previous year.
Review of Operations / State of Affairs of Subsidiaries, Joint Ventures
& Other Associates:
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the
salient features of the Financial Statements of your Company's Subsidiaries, Associates
and Joint Ventures in the Form AOC-1 is annexed (Annexure-1) and forms part of the
Financial Statement. The Statement provides the details of performance and financial
position of each of the Subsidiaries, Associates and Joint Ventures. In accordance with
Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the
Consolidated Financial Statements, audited accounts of all the subsidiaries and other
documents attached thereto are available on your Company's website:
www.hummingbirdeducation.com.
Your Directors present herewith a broad overview of the operations and
financials of Subsidiaries, Joint Venture and other Associates of your Company:
Review of Operations / State of Affairs of the Subsidiaries and other
Associates of the Company:
1. Sibil Education Private Limited:
Sibil Education Private Limited ("Sibil") is wholly owned
subsidiary of your Company, incorporated in financial year 2019-20. During the financial
year 2022- 23, Sibil recorded net loss after tax Rs. 16,256 as compared to net loss of Rs.
2,92,176 in previous year.
2. Onmouseclick.com Private Limited:
Onmouseclick.com Private Limited ("Onmouse") is subsidiary of
your Company, incorporated in financial year 2019-20. During the financial year 2022- 23,
Onmouse recorded profit after tax Rs. 5,32,624 as compared to net profit of Rs. 32,128 in
previous year.
3. CAPITALSTRUCTURE
At present, the Company has only one class of share - Equity shares of
face value of Rs. 10 each. The authorized share capital of the company is Rs. 75,00,000/-
divided into 7,50,000 equity shares of Rs. 10 each. The paid up share capital of the
company is Rs.
61,30,000/- divided into 6,13,000 equity shares of Rs. 10 each.
4. DIVIDEND
Your directors are pleased to recommend a final dividend of 30% (? 3
per equity share) on the equity shares of the company for the year ended 31 March, 2023.
5. PUBLICDEPOSITS
During the year under review, the Company has not invited or accepted
any deposits from the public/shareholders of the Company pursuant to the provisions of
Sections 73 and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount on account of principal or interest on deposits from public/
shareholders of the Company was outstanding as on March 31, 2023.
6. TRANSFER TORESERVES
During the year under review your Company has not transferred any
amount to General Reserve.
7. EXTRACT OF ANNUALRETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the draft of
Annual Return for FY W2022-23 ufwill be placed on the website of the Company
www.hummingbirdeducation.com.
8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATECOMPANIES
Your Company had the following subsidiaries [as defined under Section
2(87) of the Companies Act, 2013], during the Financial Year 2022-23:
I. Sibil Education Private Limited:
(A Wholly-Owned Subsidiary of your Company throughout the Financial
Year 2022-23)
II. Onmouseclick.com Private Limited:
(A Subsidiary of your Company throughout the Financial Year 2022-23)
9. CHANGE IN THE NATURE OF BUSINESS
During the Financial Year 2022-23, there is no change in the nature of
business of the company.
10. DETAIL OF DIRECTORS AND KMP APPOINTED/ RESIGNED DURING THE YEAR
DIRECTORS
An active and informed Board is a pre-requisite for strong and
effective corporate governance. The Board plays a crucial role in overseeing how the
management safeguards the interests of all the stakeholders. The Board ensures that the
Company has clear goals aligned to the shareholders" value and growth. The Board is
duly supported by the Chairman & Managing Director and Senior Management Team in
ensuring effective functioning of the Company.
In accordance with section 152(6) of the Companies Act, 2013, Mrs.
Vaishali Jain (DIN: 08218792), Director of the Company, retires by rotation and being
eligible; offers herself for reappointment at the forthcoming 13thAnnual
General Meeting. The Board recommends the said reappointment for shareholders"
approval.
During the year under review following directors were resigned:
Name |
Designation |
Date of Cessation |
Mr. Raja Amitabh |
Independent Director |
12.07.2022 . |
Ms. Sonam Mangla |
Independent Director |
12.07.2022 7 , |
Mrs. Teena Jain |
Independent Director |
12.07.2022 , |
Mr. Savishesh Raj |
Director (Non-Executive) |
22.11.2022 |
KEY MANAGERIAL PERSONNEL
Mr. Nitesh Jain, Managing Director, Ms. Vaishali Jain, Director &
Chief Financial Officer, Mr. Piyush Khatri, Chief Executive Officer and Mr. Madhav Kumar
Mishra, Company Secretary & Compliance Officer are the Key Managerial Personnel of the
Company in accordance with the Section 2(51) and Section 203 of the Act read with the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as on March
31, 2023.
During the year under review Mr. Paramjeet Singh, Company Secretary and
Compliance Officer has resigned and in his place Mr. Madhav Kumar Sharma has been
appointed as Company Secretary & Compliance officer of the Company.
Further, Mr. Madhav Kumar Sharma has resigned with effect from 16th
May, 2023 in his place Ms. Shweta Dwivedi has been appointed as Company Secretary and
Compliance Officer of the Company with effect from 26th May, 2023.
11. DECLARATION GIVEN BY INDEPENDENTDIRECTOR
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors of the Company as on date, Mr. Vipul Khandelwal and Mr. Arihant Jain, have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder. They are also in compliance
with Rule 6 (1) & (2) of the Companies (Appointment & Qualifications of Directors)
Rules, 2014. There has been no change in the circumstances affecting their status as
Independent Directors of the Company. All other Directors of the Company have also
provided declarations on the fact that they are not debarred from holding the office of
Director by virtue of any SEBI order or any other statutory authority as required under
the Circular dated June 20, 2018 issued by BSE.
The Board of Directors of the Company is of the opinion that the
Independent Directors possess a high level of integrity, expertise and experience which
are beneficial to the Company and its stakeholders.
12. POLICY ON DIRECTOR'S APPOINTMENT AND POLICY ON REMUNERATION
In adherence to section 178(1) of the Companies Act, 2013, the Board of
Directors of the Company regularly review the policy on Director's Appointment and
Remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under section 178(3), based on the
recommendations of the Nomination and Remuneration Committee. The Nomination and
Remuneration Policy is available on our website www.hummingbirdeducation.com.
13. COMMITTEES OF THEBOARD
There are currently three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee Details of Composition of all
the Committees are as follows:
A. Audit Committee
Our Audit Committee was constituted to have proper checks and balances
on the various financial activities of the Company and to guide as well as assist the
Board in various matters of the utmost importance. The Committee has its Charter for
functioning. The primary objective of the Committee is to monitor and provide effective
supervision of the Management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting.
As on 31.03.2023, the Committee is comprised of:
S. No. Name |
Designation |
1. Mr. Vipul Khandelwal |
Chairperson |
2. Mr. Arihant Jain |
Member |
3. Mr. Nitesh Jain ( |
Member |
B. Nomination and Remuneration Committee
The primary objective of the Committee is to recommend suggestions to
the Board of Directors pertaining to the Remuneration Policy for Directors, KMP and all
other employees of the Company.
As on 31.03.2023, the Committee is comprised of:
S. No. Name |
Designation ^ |
1. Mr. Arihant Jain |
Chairperson |
2. Mr. Vipul Khandelwald>
| Member |
3. Mr. Narender Kumar Jain |
Member |
14. MANAGEMENT DISCUSSION AND ANALYSISREPORT
Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
is presented in a separate section forming part of this Annual Report. (Refer Annexure2)
15. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial
position of your Company which have occurred between the end of the financial year 2022-23
and the date of this Report.
16. B OARDEVALUATIO N
The Board carried out an annual performance evaluation of its own
performance and that of its Committees and Individual Directors as per the formal
mechanism for such evaluation adopted by the Board. The performance evaluation of all the
Directors was carried out by the Nomination and Remuneration Committee.
The performance evaluation of the Chairman, the Non-Independent
Directors and the Board as a whole was carried out by the Independent Directors. The
exercise of performance evaluation was carried out through a structured evaluation process
covering various aspects of the Board functioning such as composition of the Board &
Committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc.
17. CLASSES OF SHARES
As on date, the Company has only one class of share capital i.e. Equity
Shares of Rs. 10/- each.
18. MEETING OF THE BOARD ANDCOMMITTEES
I. Board Meeting
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy apart from other Board businesses.
During the year under review, the Board met 4 times viz. May11, 2022,
August31, 2022, November14, 2022 and January07, 2023. The maximum interval between any two
meetings did not exceed 120 days.
II. Audit Committee Meetings
There were 04 (Four) Meetings held by the members of Audit Committee
Board of Directors dated May11, 2022, August31, 2022, November 14, 2022 and January 07,
2023.
III. Nomination and Remuneration Committee Meetings
There were 02 (Two) Meetings held by the members of Nomination and
Remuneration Committee of Board of Directors dated August31, 2022 and January 07, 2023.
19. CORPORATE GOVERNANCEREPORT
As per the provisions of Regulation 15(2)(b) of the SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015, Compliance with the corporate
governance provisions as specified in regulations 17, 17(A), 18, 19, 20, 21, 22, 23, 24,
24(A), 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para
C, D and E of Schedule V shall not apply to the Company.
20. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility
Statement:
a) in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from
thesame;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023
and of the profit/loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors have prepared the annual accounts on a going
concern" basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
21. RELATED PARTYTRANSACTIONS
There are no materially significant related party transactions made by
the Company with related parties which may have a potential conflict with the Interest of
the Company. For Further details, your attention is drawn to the Related Party Disclosures
set out in the Financial Statements.
22. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THEREGULATORS
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern Status of your Company and its operations
in future.
23. AUDITORS
At the Annual General Meeting held 30th September, 2020, M/s. V C A N
& Co, Chartered Accountants (Firm Registration No. 125172W), were appointed as
auditors to hold office till the conclusion of the ensuing Annual General Meeting to be
held in the calendar year 2025.
The Board received an eligibility certificate form M/s. V C AN &
Co., Chartered Accountants (Firm Registration No. 125172W) as prescribed under Section 141
of the Companies Act, 2013.
24. AUDITOR'SREPORT
Auditor's Report is without any qualification. Further, the
observations of the Auditors in their report read together with the Notes on Accounts are
self-explanatory and therefore, in the opinion of the Directors, do not call for any
further explanation.
Further, since the Auditors have not reported any instances involving
Fraud in their Audit Report, the particulars as prescribed under Section 134 (3) (ca) of
the Companies Act, 2013 have not provided.
25. SECRETARIAL AUDITOR'S REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors has appointed M/s G Gupta & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company.
A Secretarial Audit Report in Form MR-3 given by M/s M/s G Gupta &
Associates, Practicing Company Secretaries has been provided in an Annexure-"3"
which forms part of the Director's Report. There is no qualification, reservation or
adverse remark made in their Secretarial Audit Report submitted to the Company. (Refer
Annexure3)
26. CODE OF CONDUCT FOR PREVENTION OF INSIDERTRADING
Your Company's Code of Conduct for prevention of Insider Trading covers
all the Directors, senior management personnel, persons forming part of promoter(s)/
promoter group(s) and such other designated employees of the Company, who are expected to
have access to unpublished price sensitive information relating to the Company. The
Directors, their relatives senior management personnel, persons forming part of
promoter(s)/ promoter group(s), designated employees etc. are restricted in purchasing,
selling and dealing in the shares of the Company while in possession of unpublished price
sensitive information about the Company as well as during the course of trading window.
27. PARTICULARS OFEMPLOYEES
There are no employees who are in receipt of remuneration in excess of
the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Accordingly, details as required under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been
provided.
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016
in respect of employees of the Company is enclosed as Annexure 4 and forms an integral
part of this report.
28. COSTAUDITOR
As per the requirement of the Central Government and pursuant to
section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, maintenance of Cost records and appointment of
cost Auditors are not applicable on your Company.
29. LOANS, GUARANTEES AND INVESTMENTS
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013, if any, read with the Companies (Meetings of Board and its
Powers) Rules, 2014 are given in the notes to the Financial Statements.
30. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are proper, adequate and operating effectively.
The Board has accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply
under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the
Companies Act, 2013, to the extent applicable. These are in accordance with generally
accepted accounting principles in India.
31. VIGIL MECHANISM/ WHISTLE BLOWERPOLICY
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have formulated a Whistle
Blower Policy which is in compliance with the provisions of Section 177(10) of the
Companies Act, 2013. The policy provides for a framework and process whereby concerns can
be raised by its employees against any kind of discrimination, harassment, victimization
or any other unfair practice being adopted against them. More details on the vigil
mechanism and the Whistle Blower Policy of your Company is placed on the website of the
Company at hummingbirdeducation.com.
32. DISCLOSURES AS PER gTHE SEXUAL (HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has not yet constituted any Committee under the SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
However, The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on prevention, prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace.
Company has not received any complaint on sexual harassment during the
financial year 2022-23.
33. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of your company hereby confirms that the
provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for
the financial year 2022- 2023.
34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Even though operations of the Company are not energy intensive, the
management has been highly conscious of the importance of conservation of energy and
technology absorption at all operational levels and efforts are made in this direction on
a continuous basis.
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under section 134(3)(m) of the Companies Act, 2013
read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy
and Technology Absorption are not applicable to the Company and hence have not been
provided.
35. FOREIGN EXCHANGE EARNINGS & OUTGO
The particulars regarding foreign exchange earnings and outgo appear
are as follows:
Foreign Exchange Earnings/ Outgo: |
|
Earnings |
Nil |
' Outgo |
Nil |
36. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards (SS)
viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings
respectively.
37. GENERAL DISCLOSURES
Your Directors state that there being no transactions with respect to
following items during the year under review, no disclosure or reporting is required in
respect of the same:
- Issue of equity shares with differential rights as to dividend,
voting or otherwise;
- Issue of shares (including sweat equity shares) to employees of the
Company under any scheme;
- The Chairman & Managing Director of the Company has not received
any remuneration or commission from any of the subsidiary of your Company;
- No application was made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016;
- No settlements have been done with banks or financial institutions.
38. ACKNOWLEDGEMENT
Your Directors express their sincere appreciation for the cooperation
and assistance received from customers, suppliers, employees, shareholders, bankers,
Government agencies, financial institutions, regulatory bodies and other business
constituents during the year under review. The Directors express their sincere thanks to
the lenders of the Company for continuous support during the year. Your Directors also
wish to place on record their deep sense of appreciation for the commitment displayed by
all executives, officers and staff, resulting in the successful performance of the Company
during the year.
By order of the Board of Directors |
|
For Humming Bird Education Limited |
|
Nitesh Jain |
Vaishali Jain |
Managing Director |
Director |
DIN: 03150675 |
DIN: 08218792 |