As on: Apr 16, 2024 09:43 AM
Dear Shareholders,
Your Director's present the 40th Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2023.
Financial Results
During the year under review, the Company's consolidated revenue stood at Rs. 236.98 lakhs as against Rs. 219.12 lakhs in the previous year. Standalone revenues during the year stood at Rs. 125.89 lakhs as against Rs. 74.12 lakhs in the previous year.
The consolidated loss for the year was Rs. 192.36 lakhs as against Rs. 167.87 lakhs in the previous year. The standalone loss for the year was Rs. 94.27 lakhs as against Rs. 90.22 lakhs in the previous year.
Dividend
The Directors have refrained from recommending dividend for the year under review.
Transfer to Reserves
Your Company does not recommend any amount to transfer to reserves for the financial year 2022-23.
Share Capital
The Authorised Share Capital of your Company is 1,60,00,000 Equity Shares of face value of Rs.10/- each amounting to Rs.16,00,00,000/- (Rupees Sixteen Crores only) and the Paid-up Share Capital is 79,07,715 Equity Shares amounting to Rs. 7,90,77,150/- (Rupees Seven Crores Ninety Lakhs Seventy Seven Thousand One Hundred Fifty only). During the financial year ended March 31, 2023, the Company has not issued and allotted any equity shares.
Operations
In line with the expectation from students and industry at large, in India the Company is focusing on association with colleges/institutions to offer government recognized degree programs at undergraduate and post graduate levels in sports, media, entertainment and related areas. This model has received good response.
Number of Meetings of the Board
During the financial year ended on 31st March, 2023 the Board of Directors of your Company have met 5 (five) times viz. 26th May, 2022, 10th August, 2022; 11th November, 2022, 28th December, 2022 and 24th January, 2023.
Directors and Key Managerial Personnel
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. As on 31st March, 2023, the Company's Board comprises 6 (Six) Directors with considerable experience in their respective fields and one Director is an Executive Director and all other Directors are Non-Executive Directors including two women director and two Independent Directors. In every Board meeting, the Directors present elect chairperson to preside over the meeting.
Board of Directors of the Company on recommendation of the Nomination & Remuneration Committee appointed Mr. Nitish Nagori (DIN: 09775743) and Mr. Balaji Raghavan (DIN: 05326740) as Additional Directors of the Company w.e.f. 1st January, 2023 and 31st July, 2023 respectively. Their term as an Additional Directors expires at the ensuing Annual General Meeting of the Company. The Company has received notice in writing from the members proposing Mr. Nitish Nagori and Mr. Balaji Raghavan as a candidature for the office of Directors of the Company. In the same meeting, Mr. Nitish Nagori has been appointed as a Managing Director (Key Managerial Personnel) of the Company for a period of five years with effect from January 1, 2023 to December 31, 2027 (both days inclusive).
The Company has received declaration from Mr. Balaji Raghavan to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act read with the Rules framed thereunder. Considering the overall experience and expertise of Mr. Balaji Raghavan, his appointment on Board as Independent Director will be in the best interest of the Company. Accordingly, it is proposed to appoint Mr. Balaji Raghavan as Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 consecutive years commencing from 31st July, 2023 to 30th July, 2028.
In accordance with the provisions of the Companies Act, 2013 (the Act) and Articles of Association of the Company, Mr. Ashwani Kumar Singh retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Brief profile of the Director(s) offering themselves for appointment/ re-appointment at the Annual General Meeting is provided in the annexure annexed to the notice convening the Annual General Meeting for the year 2023.
Declaration by Independent Director
The Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.
The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and they hold the highest standards of integrity.
Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March, 2023, the Board of Directors to the best of their knowledge and ability, confirm/state that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, 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, 2023 and of the 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.
Nomination and Remuneration Policy
As 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 available on the Company's website www.ironwoodworld.com
Details of Remuneration to Directors
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended has been appended as ANNEXURE A to this Report.
Particulars of Employees
There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.
Details of Committees of the Board 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. Post resignation of Mr. Sujal Shah on May 2, 2023 and appointment of Mr. Balaji Raghavan on July 31, 2023, the Audit Committee has been reconstituted with Mr. Abbas Patel, Ms. Bela Desai and Mr. Balaji Raghavan as its members. The Committee met 4 (four) times during the year 2022-2023 on 26th May, 2022, 10th August, 2022, 11th November, 2022 and 24th January, 2023 respectively. The recommendation by the Audit Committee as and when made to the Board has been accepted by it.
Stakeholders Relationship Committee
In accordance with Section 178 of Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 2022-23 the Committee met 1 (one) time i.e. on 26.05.2022.
Nomination and Remuneration Committee
The Company has reconstituted 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 Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Committee met 1 (one) time i.e. on 28.12.2022.
Annual Return
As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for the financial year ended March 31, 2023 is uploaded on the website of the Company and the same is available at ironwoodworld.com/wp-content/uploads/2023/08/Annual-Return-MGT-7-2022-23.pdf
Depository System
Your Company's equity shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2023, 99.79% of the equity shares of the Company were held in dematerialized form.
Particulars of Loans, Guarantees or Investments by Company
Details 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 forms part of this report.
Particulars of Contracts or Arrangements with Related Parties
All 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. Attention of members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 30) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI LODR Regulations is given as Note No. 30 (on Related Party Transaction) forming part of the standalone financial statements.
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.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations the Board of Directors of the Company has carried out annual evaluation of performance, Board, its committees and individual directors and the Board as a whole 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 Nomination & Remuneration Committee and the Board has defined the evaluation criteria for the Board, its Committees and Directors.
In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to account the views of Executive Director and Non-executive Directors, performance evaluation of Independent Directors being evaluated.
Material Changes and Commitment affecting the Financial Position of the Company
There have been no material changes and commitments affecting the financial position of the Company which have occurred between 31st March, 2023 and the date of this report other than those disclosed in this report.
Significant and Material Orders passed by the Regulators or Courts or Tribunals
There are no significant material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of your Company and its future operations.
Maintenance of Cost Records
The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013.
Subsidiary Companies and Joint Ventures
Your Company has one wholly owned subsidiary company viz., EMDI (Overseas) FZ LLC. There has been no material change in the nature of business of the subsidiary. The Company is venturing into broad basing its offering by associations.
The Company is one of the partners in Sporting Minds Academy LLP, Chennai.
Performance and Financial Position of Subsidiaries, Associates and Joint Venture Companies
The gross revenue of EMDI (Overseas) FZ LLC, wholly owned subsidiary for the financial year ended March 2023 stood at AED 4,92,505 (Previous
Year: AED 6,46,524). During the year, the Subsidiary Company's loss stood at AED 4,69,793 (Previous year loss: AED 3,66,671).
Sporting Minds Academy LLP continues to explore opportunities.
As required under the Companies Act, 2013 and the Listing Regulations, the Company has prepared the Consolidated Financial Statements of the Company along with its subsidiary as per Accounting Standard which form part of the Annual Report and Accounts. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiary company//joint venture partnership for the year ended 31st March, 2023 in Form AOC – 1 is attached to the financial statements of the Company.
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 Mechanism
Your Company has framed Whistle Blower Policy to deal with instances of fraud and mismanagement, if any in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The policy is available on the Company's website www. ironwoodworld.com.
Business Risk Management
Your 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.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The 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. The Company has constituted the Internal Complaint Committee as per the Act, to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy is available on the Company's website www.ironwoodworld.com. The following is summary of sexual harassment complaints received and disposed off during the calendar year:
Auditors and Auditors' Report Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules made thereunder, M/s. A. T. Jain & Co., Chartered Accountants (Firm Registration No.103886W), were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on 27th September, 2022 till the conclusion of the AGM to be held in the year 2027.
Your Company has received a confirmation from M/s. A. T. Jain & Co., Chartered Accountants (Firm Registration No.103886W) to the effect that they are not disqualified within the meaning of Section 141 and other applicable provisions of the Act and rules made thereunder.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A. T. Jain & Co., Chartered Accountants, Statutory Auditors, in their audit report for the financial year 2022-23.
Secretarial Auditor
The Board has appointed M/s. A. K. Jain & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure - C to this Report.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s A. K. Jain & Co., Company Secretaries, Mumbai in their secretarial audit report.
Instances of fraud, if any reported by the Auditors
There have been no instances of fraud reported by the Statutory Auditors or Secretarial Auditors under Section 143(12) of the Companies Act, 2013.
Adequacy of Internal Financial Control with reference to the financial statements
The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.
Compliance with Secretarial Standards
The Company complies with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
Deposit from Public
The Company has not accepted any deposits from public within the purview of Chapter V of the Companies Act, 2013 and rules made thereunder. During the year under review 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.
Corporate Social Responsibility
In terms of Section 135 of the Companies Act, 2013, provisions of Corporate Social Responsibility are not applicable to the Company.
Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo a) 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 Rs. 23.54 lakhs Expenditure Rs. NIL
Change in the Nature of Business
During the year under review there was no change in the nature of business of the Company.
Management's Discussion and Analysis Report
A separate section on Management Discussion & Analysis stipulated as per Part B of Schedule V of the Listing Regulations is annexed to and forms part of the Director's Report.
Corporate Governance Report
In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the compliance of provisions of the Corporate Governance under Regulation 27(2) of the Listing Regulations is not applicable to the Company as paid up equity share capital of the Company is not exceeding Rs. 10 Crores and net worth is not exceeding Rs. 25 Crores, as on the last day of previous financial year i.e. as on 31st March, 2022.
Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.
There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof
There are no instances of one time settlement during the financial year.
Acknowledgements
Your Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors etc. for their continued support during the year.