Dear Shareholders,
The Directors of your Company (i.e. Educomp Solutions Limited) have pleasure in
presenting herewith the 22nd Annual Report of your Company together with the audited
accounts for the Financial Year ended 31st March 2016.
1. FINANCIAL PERFORMANCE :
The highlights of the consolidated and standalone audited financial results for the
year ended 31st March 2016 are as follows:
Particulars |
Consolidated |
Standalone |
|
Year Ended |
Year Ended |
|
Audited |
Audited |
|
31.03.2016 |
31.03.2015 |
31.03.2016 |
31.03.2015 |
Sales and other Income |
5,873.51 |
5,941.97 |
2,230.88 |
2,322.01 |
Net profit/ (Loss) before tax |
(4,823.97) |
(16,998.05) |
(3,624.29) |
(11,654.39) |
Tax Expenses |
(139.54) |
(11.19) |
(190.91) |
- |
Net profit/(Loss) after tax |
(4,684.43) |
(16,986.86) |
(3,433.38) |
(11,654.39) |
Minority interest and equity in earnings/ (losses) in affiliates/ Pre acquisition
Loss/ (profit) |
(211.73) |
(565.31) |
|
|
Net profit/ (Loss) after tax for the year |
(4,472.70) |
(16,421.55) |
(3,433.38) |
(11,654.39) |
Appropriations |
|
- |
- |
- |
Interim Dividend |
|
- |
- |
- |
Proposed Dividend on equity shares |
|
|
|
|
Corporate Tax on distributed dividend |
|
|
|
|
Transfer to Debenture Redemption Reserve |
|
|
|
|
Transfer to General Reserve |
|
- |
- |
- |
2. DIVIDEND AND TRANSFER TO RESERVE:
In view of the losses incurred by the Company, your Directors have not recommended any
dividend for the financial year ended March 31,2016.
In view of the losses incurred by the Company, no amount has been transferred to
reserve for the financial year ended March 31,2016.
3. OPERATING RESULTS AND BUSINESS:
We enjoy long-term annuity relationships with both private schools as well as
government customers, ranging from three to five years. Our revenues are predictable &
locked in for three to five years on account of the contractual nature of our business.
In the Smart Class segment, we have the total number of schools to 17,289 as on
March 31,2016.
In Edureach (formerly ICT) business segment, we have an ongoing partnership with 3
State Governments and reaches to 1,779 Government schools in various states as on March
31,2016.
On Standalone basis Company's total revenue stands at '2,230.88 million as on March
31, 2016 as compared to '2,322.01 million as on March 31, 2015, a decline of 3.92%. The
loss before taxes is '3,624.29 million as on March 31, 2016 as against loss before taxes
of '11,654.39 million as on March 31,2015.
On Consolidated basis Company's total revenue stands at '5,873.51 million as on
March 31, 2016 as compared to '5,941.97 million as on March 31,2015, registering a decline
of 1.15%. The loss before tax and after prior period items/ exceptional items stands at
'4,823.97 million as on March 31, 2016 as against loss of '16,998.05 million as on March
31,2015.
There have been no material changes and commitments between the end of the financial
year 2015-16 & the date of the report.
SEGMENTAL PERFORMANCE (STANDALONE):
The EBIT margins in the School learning solutions (SLS) Segment of the Company for the
year amounted to '(497.65) million or (25.32%) of SLS revenues as on March 31,2016 as
compared to '(9,007.37) million or (472.59%) of SLS revenues as on March 31,2015.
The EBIT margins in the Higher learning solutions (HLS) segment of the Company for the
year amounted to '10.81 million or 54.82% of HLS revenues as on March 31, 2016 as compared
to '47.99 million or 83.39% of HLS revenues as on March 31,2015.
The EBIT margins in Online Supplemental and Global (OSG) segment of the Company for the
year amounted to '(16.79) million or (68.56%) of OSG segment revenues as on March 31, 2016
as compared to '(1.27) million or (6.96%) of OSG revenues as on March 31,2015.
EXPENDITURE (STANDALONE):
Cost of Goods Sold (COGS) has increased to 17.38% of our total revenue as on March
31,2016 from 10.06% as on March 31,2015. This increase is on account of change in revenue.
Personnel expenses have decreased to 51.55% of total revenue as on March 31,2016 from
55.49% as on March 31, 2015. Other expenses have increased to 52.97% as on March 31,2016
from 43.37% of total revenue as on March 31,2015. This increase is essentially because of
the fall in revenues and the absolute expenses have infact reduced.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review detailing
economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI LODR
Regulations") is presented in a separate section and forms integral part of this
Report.
4. CHANGES IN CAPITAL STRUCTURE:
AUTHORIZED SHARE CAPITAL
Authorised Share Capital of the Company is '40,00,00,000/- (Rupees Forty Crores Only)
divided into 20,00,00,000 (Twenty Crores) equity shares of '2/- (Rupees Two Only) each.
ISSUED AND PAID-UP SHARE CAPITAL
During the year under review, the Company has not issued and allotted any equity shares
and the paid up share capital stood at '24,49,34,336/- consisting of 12,24,67,168 Equity
Shares of the face value of '2/- each as on 31st March, 2016 and as on the date of report.
5. FOREIGN CURRENCY CONVERTIBLE BONDS
In Year 2012-13, the Company had raised US$ 10 million, Zero Coupon Foreign Currency
Convertible Bonds (FCCB) for redemption of outstanding Zero Coupon Foreign Currency
Convertible Bonds. The Bond holders, as per the agreement, have the option to convert
these bonds into Equity Shares, at a price of '188.62 per share with in 5 years and 1 day
from the date of disbursement. The FCCB are redeemable at a premium of 33.15 % on
principal after 5 years and 1 day. The FCCB were raised for the purposes of redemption of
earlier FCCB of the Company. As on March, 31,2016 US$ 10 million (previous year US$ 10
million) FCCB were outstanding for conversion into equity shares of '2 each.
6. SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES & EXTERNAL COMMERCIAL BORROWINGS
Non-Convertible Debenture
As on 31st March 2016, the Company has outstanding Secured Non-Convertible Debentures
for an aggregate value of '45 Crores comprising 350, 13.5% Secured Non-Convertible
Debentures (Listed on Bombay Stock exchange) of the face value of '10,00,000/- each
aggregating to '35 Crores and 100, 13.25% Secured Non-Convertible Debentures of the face
value of '10,00,000/- each aggregating to '10 Crores.
The aforesaid debentures are secured with the debenture trustee i.e. Axis Trustee
Services Limited having its registered office at Axis House, 2nd Floor, Bombay Dyeing
Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra-400025.
Ph:-022-24255215/5216; email:-complaints@axistrustee.com;debenturetrustee@ axistrustee.com
External Commercial Borrowings
In Year 2012-13, the Company has raised US$ 70 million through External Commercial
Borrowing (ECB) comprising US$ 30 million from International Financial Corporation (IFC) a
member of the World Bank Group and US$ 40 million from Societe De Promotion Et De
Participation Pour La Cooperation Economique (PROPARCO), a French development financial
institution. The ECB has a term of 8.5 years with a 3 years moratorium and the coupon rate
is LIBOR + 4.5%. The ECB has been raised for purposes of redemption of existing FCCB. The
said ECB is outstanding at the Financial Year ending on March 31,2016.
7. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments between the end of the financial
year 2015-16 & the date of the report.
8. EXTRACT OF ANNUAL RETURN
Pursuant to the provision of Section 92 (3) of the Companies Act, 2013, the extract of
the Annual Return in Form No. MGT-9 is presented in a separate section and is
annexed herewith as "Annexure - I" to this report.
9. PUBLIC DEPOSITS:
During the year, the Company has not accepted any deposits under the provisions of the
Companies Act, 2013.
10. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
As on March 31, 2016, the Company had 42 Subsidiaries, 1 Joint ventures having 1
subsidiary and 1 Associates. During the year, M/s. Educomp Intelliprop Ventures Pte. Ltd.,
Subsidiary of the Company was sold its entire stake in Wiz Learn Technology Pte. Ltd.,
Singapore to V-cuble Global Services Pte. Ltd., thus, in accordance of such sale, the
investment of Wiz Learn Technology Pte. Ltd. in three Subsidiaries naming Singapore
Learning.com Pte. Ltd.; Pave Education Pte. Ltd.;Wiz Learn Pte. Ltd. was also stand
ceased. During the year, the Board of Directors (the Board) reviewed the affairs of
material subsidiaries. We have, in accordance with Section 129(3) of the Companies Act,
2013 prepared consolidated financial statements of the Company and all its subsidiaries
except M/s Edu Smart Services Private Limited, which form part of the Annual Report.
Further, the consolidated financial results of JV of the Company i.e. Educomp Raffles
Higher Education Limited as at March 31,
2016 are not available with the Company. The consolidated financial results of the
Company reflects total revenue of '176.46 lacs and total loss after taxes of '143.01 lacs
for the year ended March 31,2016 which are based on unreviewed consolidated financial
results of the JV for the quarter ended June 30, 2015.
Further, the report on the performance and financial position of each of the
subsidiary, associate and joint venture and salient features of the financial statements
in the prescribed Form AOC-1, duly approved along with the financial statements, is
annexed to this report [Annexure - II].
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited financial statements of each of the subsidiary will be available on
our website http://www. educomp.com/content/investors-home. These documents will also be
available for inspection during business hours at the registered office of the Company.
11. CHANGE IN SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the Financial year 2015-16, M/s. Educomp Intelliprop Ventures Pte. Ltd.,
Subsidiary of the Company sold its entire stake in Wiz Learn Technology Pte. Ltd.,
Singapore and its subsidiaries namely Singapore Learning.com Pte. Ltd.; Pave Education
Pte. Ltd and Wiz Learn Pte. Ltd. to V-cuble Global Services Pte. Ltd.Singapore, thus,
Hence, indirect subsidiary of the company namely M/s Wiz Learn Technology Pte. Ltd.,
Singapore; M/s Singapore Learning.com Pte. Ltd.; M/s Pave Education Pte. Ltd and M/s Wiz
Learn Pte. Ltd ceased to be the subsidiary Companies of the Company during the year under
review.
Further, pursuant to a negotiated settlement entered into with ICICI Bank, after 31st
March 2016, board of the company accorded its approval to divest its entire shareholding
in Vidya Mandir Classes Limited (being 67% shareholding of VMCL), a subsidiary of the
Company and Educomp Learning Hour Private Limited, a step down subsidiary of the Company
by executing the share purchase agreement dated July 25, 2016 with the buyer. The
transaction is consummated as on the date of this report. However, part of the
consideration shall be received on or before March 31,2019.
In addition to above, after 31st March 2016, M/s Little Millennium Education Private
Limited(Formerly known as Educomp Child Care Private Limited), ceased to be the subsidiary
of the company from April 22, 2016 due to dilution of the share of the Company, below 50%,
in the paid share capital of Little Millennium Education Private Limited. The said
dilution is due to additional subscription of shares, in the paid up share capital, by the
other minority shareholder.
12. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Composition of Board of Directors
As on 31st March 2016, Board of Directors of Educomp Solutions Limited comprises of two
Executive Directors namely Mr. Shantanu Prakash, Chairman & Managing Director and Mr.
Vinod Kumar Dandona, Whole Time Director and Five Independent Non-Executive Directors,
namely Ms. Azra Shauqia Hasan, Mr. Rajat Khare, Mr. Vijay Kumar Choudhary, Dr. Venkata
Subbarao Valluri and Ms. Swati Sinha.
Appointment and Resignation of Director and Key Managerial Personnel
During the year, the Company, pursuant to the applicable provisions of the Companies
Act, 2013 and Listing Agreement and on the recommendations of the Nomination and
Remuneration Committee, made appointment of Ms. Azra Shauqia Hasan as the Additional
Director (Independent) w.e.f. 28th May, 2015 to hold the office till the conclusion of the
Last Annual General Meeting of the Company. The Company has received declarations from the
said Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed both under sub-section (6) of Section 149 of the Companies Act,
2013 and under the Clause 49 of Listing Agreement. Further, Mr. Shonu Chandra, Independent
Director of the Company resigned, due to preoccupation, from the office w.e.f. 29th May,
2015.
Further, during the year, on the recommendations of the Nomination and Remuneration
Committee and board, the shareholders of the company in their previous Annual general
Meeting held in the year 2015 appointed Ms. Azra Shauqia Hasan as an Independent Director
of the Company w.e.f. 28th May, 2015. In accordance with the provisions of Section 149 and
proviso to Section 152(5) of the Companies Act, 2013, Ms. Azra Shauqia Hasan is being
appointed as Independent Directors to hold office for the term of five years w.e.f 28th
May 2015.
After 31st March, 2016, Mr. Rajat Khare & Mr. Venkata Subbarao Valluri, Independent
Directors of the Company has resigned, due to their preoccupation, from the office w.e.f.
27th May, 2016 and the Board of Directors of the Company, vide resolution by circulation
on 16th July 2016, has appointed Mr. Sanjay Kumar Bhattacharyya as Additional Director
(Category - Independent/Non-Executive) of the Company to hold the office till the
conclusion of the ensuing Annual General Meeting of the Company. He is also appointed as
the Chairman of the Board in place of Mr. Shantanu Prakash, Managing Director of the
company.
Re-appointment
In terms of the Companies Act, 2013, the directors other than independent directors
shall only be considered for ascertaining the directors liable to retire by rotation.
Further as per section 152 of the Companies Act, 2013 Mr. Shantanu Prakash is the Director
liable to retire by rotation and further being eligible, offers themselves for
re-appointment at the ensuing Annual General Meeting. The Board recommends their
re-appointment and requisite resolution forms part of the notice convening the AGM.
Further, the existing tenure of Mr. Vinod Kumar Dandona, Whole Time Director of the
company will be expired on November 12, 2016. The Nomination and Remuneration Committee
and Board of Directors of the Company felt that, considering the rich experience and
contribution of Mr. Vinod Kumar Dandona, Whole Time Director, the reappointment of Mr.
Vinod Kumar Dandona as Whole Time Director of the company for further period of three (3)
years is in the interest of the company and accordingly proposes his re-appointment as
Whole Time Director of the company for further period of three (3) years and at such
remuneration mentioned in the Notice of the forthcoming AGM of the Company.
The brief resume and other details relating to the directors, who are to be appointed/
re-appointed as stipulated under Listing Regulations, 2015, are furnished in the Notice of
AGM forming part of the Annual Report.
Board Evaluation
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Regulations, 2015 the Board has formulated a framework containing, inter-alia, the
criteria for performance evaluation of the entire Board of the Company, its Committees and
individual Directors, including Independent Directors.
Schedule IV to the Companies Act, 2013 also provides for the performance evaluation of
Independent Directors by the entire Board of Directors, excluding the Directors being
evaluated.
After performance evaluation of the Independent Directors, the performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors. The Board of Directors expressed their satisfaction with the evaluation
process.
Details regarding the process of formal evaluation of the performance of the Board, its
Committees and individual Directors including the manner in which the evaluation board,
its committees and individual directors has been carried out for the financial year ended
March 31, 2016 are provided in the Corporate Governance Report.
13. BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. The
Board met 4 (Four) times during the year, the details of which are given in the Corporate
Governance Report that forms part of this Annual Report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013 and Listing
Regulations, 2015.
14. INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria
of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013
read with Clause 16(1)(b) and 25 of the Listing Regulations, 2015.
15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your Company has put in place a structured induction and familiarization programme for
Independent Directors. The Company through such programme familiarizes Independent
Directors with a brief background of the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model,
operations of the Company, etc. Details on familiarization programme for Independent
Directors is posted on the Company's website and can be accessed at
http://www.educomp.com/content/familiarisation- programme.
16. COMMITTEES TO THE BOARD OF DIRECTORS
Audit Committee
The Company also has Audit Committee which is constituted as per requirement of Section
177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015. Audit
Committee has 4 members out of which 3 are Non-Executive Independent Directors and one is
Executive Director. The Chairman of Audit Committee is an Independent Non-Executive
Director.
The Committee met 4 (Four) times during the year.
Nomination and Remuneration Committee
The Company also has Nomination and Remuneration Committee which is duly constituted as
per Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations,
2015. Nomination and Remuneration Committee has 3 members which are Independent
Non-Executive Directors. The Chairman of Nomination and Remuneration Committee is an
Independent Non-Executive Director.
The Committee met 4 (Four) times during the year.
Stakeholders Relationship Committee
The Company also has Stakeholders Relationship Committee which is duly constituted as
per Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations,
2015. Stakeholders Relationship Committee has 3 members out of which 2 are NonExecutive
Independent Directors and one is Executive Director. The Chairman of Stakeholders
Relationship Committee is an Independent Non-Executive Director.
The Committee met 5 (Five) times during the year.
Corporate Social Responsibility Committee
The Company also has Corporate Social Responsibility Committee which is duly
constituted as per Section 135 of the Companies Act, 2013. Corporate Social Responsibility
Committee has 3 members out of which one is Non-Executive Independent Directors and two
are Executive Director. The Chairman of Corporate Social Responsibility Committee is an
Executive Director.
The Committee met 1 (One) time only during the year, the details of which are given in
the Corporate Governance Report that forms part of this Annual Report. The Policy on
Corporate Social Responsibility is available on Company's website and may be access on
http://www.educomp.com/content/policies. .
Note:
1) The details of the above committees along with their composition, number of meetings
and attendance of members at the meetings are provided in the corporate governance report
which forms part of this annual report.
2) The details of the other committees to the board are provided in the corporate
governance report that forms part of this Annual Report.
17. NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed nomination and remuneration Policy for selection and appointment of Directors, Key
Managerial Personnel and their remuneration as well as policy on the appointment and
remuneration of other employees. The Remuneration Policy is stated in the Corporate
Governance Report that forms part of this Annual Report.
18. DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of provisions of Section 134(3) and 134(5) of the Companies Act, 2013, the
Board of Directors to the best of their knowledge and ability confirm:
a. That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
b. That 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 at the end of the
financial year and of the profit and loss of the Company for the period ended on March
31,2016;
c. That Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. That the annual accounts have been prepared on a going concern basis; and
e. that proper internal financial controls were laid down and that such internal
financial controls are adequate and were operating effectively.
f. That the directors have devised the proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
19. STATUTORY DISCLOSURES:
The Company has received Form DIR-8 from all Directors as required under the provisions
of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules, 2014.
None of the Directors of your Company is disqualified as per provision of Section
164(2) of the Companies Act, 2013 read with Regulation 16(1)(b) and 25 of Listing
Regulations, 2015. The Directors of the Company have made necessary disclosures, as
required under various provisions of the Companies Act, 2013 and Listing Regulations,
2015.
20. HUMAN RESOURCE MANAGEMENT:
Educomp is an equal opportunity employer with total employee strength of 5065 (Five
Thousand Sixty Five) as on 31st March, 2016 as compared to 6879 (Six Thousand Eight
Hundred Seventy Nine) as on 31st March, 2015.
The Company has a suitable recruitment and human resource management process, which
enables us to attract and retain high caliber employees. Company has created incentive
driven remuneration policies which act as an effective retention tool.
21. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has the Corporate Social Responsibility (CSR) Committee, as per the
provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules 2014. Further, the Annual Report on CSR Activities in
format prescribed in Companies
(Corporate Social responsibility) Rules, 2014 including the brief outline of the
corporate social responsibility (CSR) policy of the Company annexed to this report Annexure
III. For other details regarding the CSR Committee, please refer to the corporate
governance report, which forms part of this report.
22. REVISION OF FINANCIAL STATEMENTS
No revision is made in the financial statements or Board's report for the year under
review.
23. AUDITORS & AUDITORS' REPORT:
Statutory Auditors and Statutory Auditors Report
Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 103523W),
who are the Statutory Auditors of the Company, hold office until the conclusion of the
25th (Twenty Fifth) Annual General Meeting (AGM). The Members of the Company at the 20th
(Twentieth) AGM held on 29th September, 2014 was approved the appointment of M/s
Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 103523W) to
examine and audit the accounts of the Company for Five years to hold office till the
conclusion of the Twenty Fifth AGM of the Company to be held in the year 2019 subject to
ratification at every AGM held thereafter. The Company has received letter from them to
the effect that their ratification, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from being
auditors of the Company. Accordingly, pursuant to the provisions of Section 139 of the
Companies Act, 2013, it is proposed to ratify the appointment of M/s Haribhakti & Co.
LLP, Chartered Accountants as statutory auditors of the Company from the conclusion of the
forthcoming AGM till the conclusion of the next AGM.
The Directors refer to the auditors' qualification, matter of emphasis, observation in
the Annexure to Independent Auditors' Report and as required under Section 134(3) of the
Companies Act, 2013, provide their explanation as under:
MANAGEMENT'S RESPONSETO AUDITORS'QUALIFICATION, MATTER OF EMPHASIS AND AUDITORS'
OBSERVATIONS -
MANAGEMENT RESPONSE TO THE MATTER OF EMPHASIS IN THE STANDALONE AUDIT REPORT FOR THE
FINANCIAL YEAR ENDING 31ST MARCH 2016:-
Response to Point (a)
In this regard the management of the Company is in the process of making necessary
application to the Central Government to obtain its approval for the waiver/approval of
the remuneration so paid in years ended March 31, 2014, March 31, 2015 and quarter ended
June 30, 2015, in due course.
Response to Point (b)
The Company has assessed the business projections of six of its subsidiary companies,
namely Educomp Infrastructure and School Management Limited, Educomp Online Supplemental
Service Limited, Educomp Child Care Private Limited, Educomp Professional Education
Limited, Vidya Mandir Classes Limited, Educomp Intelliprop Ventures Pte Ltd. (Formerly
known as Educomp Intelprop Ventures Pte Ltd.) and its associate Greycells18 Media Limited,
having a total investment of '153,090.73 lacs and has concluded that their businesses are
sustainable on a going concern basis. The Company evaluated the recoverability of its
investments, using business valuations performed by independent experts, according to
which the decline in the carrying value of these long term investments has been considered
to be temporary. The said evaluation is based on the long term business plans of its
subsidiaries and associate as on March 31, 2016 and concluded that no adjustments to the
carrying value of its long term investments is required to be recorded in these audited
standalone financial results of the Company for the year ended March 31,2016.
Response to Point (c)
Pursuant to implementation of approved Corporate Debt Restructuring Scheme (CDR
scheme), certain lenders have disbursed fresh corporate loans to the Company and
corresponding trade receivables were bought from Edu Smart Services Private Limited
(ESSPL) together with future business relating to these customers. Due to this
restructuring, the remaining receivables in ESSPL may not yield adequate surplus to
discharge its liability towards the Company for trade receivables and redemption of
redeemable non convertible preference shares. However, the approved CDR scheme has
mandated merger of ESSPL with the Company and accordingly, the Company has initiated the
process and has taken the approval of Board of Directors in the board meeting held on 13th
January 2015. The Board of Directors in their meeting held on 26th May 2016 has suggested
certain changes in the scheme with respect to above said merger and revised scheme shall
be placed in next board meeting. The impact for the amalgamation shall be given/ recorded
in the books of accounts upon obtaining approvals and implementation of the Scheme.
Response to Point (d)
The Company has incurred substantial losses and its net worth has significantly eroded.
Based on Company's projected cash flows, it shall have sufficient funds to run its
operations in foreseeable future. As regards availability of requisite funds to meet its
debt related obligations including those overdue and falling due in financial year 2016-17
as per its CDR package executed with Company's lenders, the Company intends to monetize
its identified investments, receivables and assets to meet the necessary obligations. The
Company is also taking several measures to improve operational efficiencies and other
avenues of raising funds.
The management is confident that with the above measures and continuous efforts to
improve the business, it would be able to generate sustainable cash flow, discharge its
short-term and long term liabilities and recover and recoup the erosion in its net worth
through profitable operations and continue as a going concern. Accordingly, these
standalone financial results have been prepared on a going concern basis and do not
include any adjustments relating to the recoverability and classification of recorded
assets, or to amounts and classification of liabilities that may be necessary, if the
entity is unable to continue as a going concern.
MANAGEMENT RESPONSE TO THE MATTER OF EMPHASIS IN THE CONSOLIDATED AUDIT REPORT FOR THE
FINANCIAL YEAR ENDING 31ST MARCH 2016:-
Response to point (a)
In this regard The management of the Company is in the process of making necessary
applications to the Central Government to obtain its approval for the waiver/approval of
the remuneration so paid/recorded in year ended March 31,2014, March 31, 2015 and quarter
ended June 30, 2015 in due course.
EISML has submitted an application to the Central Government for waiver/approval of
managerial remuneration pertaining to year ended March 31,2014.
Response to point (b)
Due to longer than expected gestation period of schools, recovery of trade receivables
amounting '19,363 lacs from various Trusts engaged in running the schools, to the
subsidiary Company EISML has been slow. The Management of EISML, is regularly monitoring
the growth in schools and their future projections, based on which, the Management
believes that the trade receivables from the Trusts are fully recoverable.
Response to point (c)
The Group has assessed the business projections of six companies in the Group, namely,
Educomp Infrastructure and School Management Limited, Educomp Online Supplemental Service
Limited, Educomp Child Care Private Limited, Educomp Professional Education Limited, Vidya
Mandir Classes Limited, Educomp Intelliprop Ventures Pte Ltd. (Formerly known as Educomp
IntelpropVentures Pte Ltd.) and its associate Greycells18 Media Limited., for evaluating
the recoverability of Group's share of net assets and has concluded that their businesses
are sustainable on a going concern basis. The Company has evaluated the recoverability of
its share of net assets held through these Companies, using business valuations performed
by independent experts, according to which the decline in the carrying value of net assets
is considered to be temporary. The said evaluation is based on the long term business
plans of its subsidiaries/associate as on March 31,2016 and concluded that no adjustments
to the carrying value of its share in net assets is required to be recorded in the
consolidated financial results of the Company for the year ended March 31,2016.
Response to point (d)
The Management is continuously monitoring the settlement of these balances and is
regularly following up with respective parties for recovery of the said capital advances.
The Management believes that other capital advances, which have not been provided for,
although have been long outstanding are fully recoverable and hence, existing provision
recorded in books is sufficient to cover any possible future losses on account of non
recovery of such capital advances.
Response to point (e)
The Group's management has reviewed business plan of its joint venture, Educomp Raffles
Higher Education Limited which had advanced loans amounting '5,147 lacs to Jai Radha Raman
Education Society (Society) and its subsidiary Millennium Infra Developers Limited which
had trade receivables of '6,021 lacs from the same Society under contractual obligations.
The Group's management had also considered the business plan of the Society and estimated
market value of its net assets, based on which no adjustment is required in carrying value
of its share of net assets in such joint venture. The Group's holding in the joint venture
is 41.82%.
The consolidated financial results of Educomp Raffles Higher Education Limited
subsequent to June 30, 2015 are not available with the Company, hence there is no update
available on above status.
Response to point (f)
The Group had evaluated the recoverability of intangible assets in form of Brand
'Universal' in one of its step down subsidiary, by using valuations performed by an
independent valuation expert. The said evaluation was based on long term business plans
and underlying assumptions used for the purpose of valuation, which in view of the
Management were realistic and achievable by the subsidiary. Based on revised business
plans which entailed scaling down the operation of 'Universal' brand of schools, the
management had recorded an impairment of '4,527 lacs to this asset till March 31,2016.
Response to point (g)
Pursuant to implementation of approved CDR scheme, certain lenders have disbursed fresh
corporate loans to the Company and corresponding trade receivables were bought from Edu
Smart Services Private Limited (ESSPL) together with future business relating to these
customers. Due to this restructuring, the remaining receivables in ESSPL may not yield
adequate surplus to discharge its liability towards the Company for trade receivables and
redemption of Redeemable non convertible preference shares. However, the approved CDR
scheme has mandated merger of ESSPL with the Company and accordingly, the Company has
initiated the process and has taken the approval of Board of Directors in the board
meeting held on 13th January 2015. The Board of Directors in their meeting held on 26th
May 2016 has suggested certain changes in the scheme with respect to above said merger and
revised scheme shall be placed in next board meeting. The impact for the amalgamation
shall be given/ recorded in the books of accounts upon obtaining approvals and
implementation of the Scheme.
Response to point (h)
The Company has incurred substantial losses and its net worth has been significantly
eroded. Based on Company's projected cash flows, it shall have sufficient funds to run its
operations in foreseeable future. As regards availability of requisite funds to meet its
debt related obligations including those overdue and falling due in year 2016-17 as per
its CDR package executed with Company's lenders, the Company intends to monetize its
identified investments, receivables and assets to meet the necessary obligations. The
Company is also taking several measures to improve operational efficiencies and other
avenues of raising funds.
The management is confident that with the above measures and continuous efforts to
improve the business, it would be able to generate sustainable cash flow, discharge its
short-term and long term liabilities and recover & recoup the erosion in its net worth
through profitable operations and continue as a going concern. Accordingly, these
consolidated financial results have been prepared on a going concern basis and do not
include any adjustments relating to the recoverability and classification of recorded
assets, or to amounts and classification of liabilities that may be necessary if the
entity is unable to continue as a going concern.
Response to point (i)
The Company's subsidiary, Educomp Infrastructure & School Management Limited has
incurred losses and the subsidiary's debt related obligation in form of Funded Interest
Term Loan has been converted into 0.1% Cumulative Compulsory Convertible Preference Shares
during the earlier quarters. Based on subsidiary company's projected cash flows, it shall
have sufficient funds to run its operations in foreseeable future. As regards availability
of requisite funds to meet its debt related obligations overdue and including those
falling due in year 2016-17 as per the CDR package executed with subsidiary's lenders, the
subsidiary intends to monetize its assets identified for sale to meet the necessary
obligations. The subsidiary is also taking several measures to improve operational
efficiencies and other avenues of raising funds.
The management of the subsidiary is confident that with the above measures and
continuous efforts to improve the business, it would be able to generate sustainable cash
flow to discharge its short-term and long term liabilities and recover & recoup the
erosion in its net worth through profitable operations and continue as a going concern.
Accordingly, these consolidated financial results have been prepared considering EISML's
financials results on a going concern basis and do not include any adjustments relating to
the recoverability and classification of recorded assets, or to amounts and classification
of liabilities that may be necessary if the subsidiary is unable to continue as a going
concern.
Response to point (j)
The Company's step down subsidiary, Knowledge Vistas Limited has taken land from Lavasa
Corporation Limited on lease vide lease agreement dated June 30, 2009 for a period of 999
years to construct an international residential school. Further, this subsidiary has
entered into a sub-lease agreement with Gyan Kunj Educational Trust (GKET) to sub lease
the school building. As per the sub lease agreement, GKET shall be liable to pay lease
rental to the subsidiary from the year in which it has cash surplus. GKET has started its
operations in Academic Session 2011-12 but due to certain environmental matters, GKET
decided to suspend its operations and is waiting for favourable business opportunities.
On the basis of the valuation reports from an independent valuer, the carrying cost of
the said subsidiary's assets is not less that its net realisable value. Hence, the
management doesn't anticipate any asset impairment. These consolidated financial results
have been prepared considering the subsidiary's financials results on a going concern
basis and do not include any adjustments relating to the recoverability and classification
of recorded assets, or to amounts and classification of liabilities that may be necessary
if the subsidiary's is unable to continue as a going concern.
MANAGEMENT RESPONSE TO THE QUALIFICATION IN THE CONSOLIDATED AUDIT REPORT FOR THE
FINANCIAL YEAR ENDING 31ST MARCH 2016:-
As per the terms of Master Restructuring Agreement and approved Corporate Debt
Restructuring Scheme (CDR) of Educomp Infrastructure & School Management Limited
(EISML), a subsidiary Company, there are certain assets amounting '32,075.33 Lacs (at
cost) which have been identified for sale in a time bound manner. The lead bank carried
out a valuation of these assets which are indicative in nature. Market valuations have not
been carried out by EISML and its step down subsidiaries, as some of these assets are not
ready for sale due to pending regulatory approvals/permissions.
Based on recent firm offers and valuation reports, the Management believes that the
market value of these assets is higher than as considered under the indicative valuation
reports and differences, if any, are temporary only. Therefore, no adjustment is required
to the carrying value of these assets.
EXPLANATION TO THE OBSERVATIONS IN THE ANNEXURE TO STANDALONE INDEPENDENT AUDITORS'
REPORT, AS REQUIRED UNDER THE COMPANIES ACT, 2013 EXPLANATION ON THE SAME AS UNDER:-
(vii) In respect of auditors' observation in standalone financial statements regarding
delay in the depositing statutory dues.
In this regard, it has been clarified that the delays were not material and the same
has been subsequently rectified.
(viii) In respect of auditors' observation in standalone financial statements regarding
certain default in repayment of dues to financial institutions, banks and
debentureholders.
It was clarified that the delay in payment of dues was from mismatches of cash inflows
and outflows. Further, management believes that with improved business scenario, the
company will be able to meet its obligation in time.
(xi) In respect of auditors' observation in standalone financial statements regarding
the payment of managerial remuneration in excess of the limits prescribed in the Companies
Act, 2013
In this regard the management of the Company is in the process of making necessary
application to the Central Government to obtain its approval for the waiver/approval of
the remuneration so paid in years ended March 31,2014, March 31, 2015 and quarter ended
June 30, 2015, in due course.
Secretarial Auditor & Secretarial Audit 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 Company was
appointed M/s. Sanjay Grover & Associates, Company Secretaries, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for the
financial year 2015-16. The Report of the Secretarial Auditor is annexed herewith as (Annexure
- IV).
MANAGEMENT RESPONSE TO THE OBSERVATIONS IN THE SECRETARIAL AUDIT REPORT FOR THE
FINANCIAL YEAR ENDING 31ST MARCH 2016:-
Response to point No. (i)
In this regard the management of the company is in the process of making necessary
application to the Central Government to obtain its approval for the waiver/approval of
the remuneration so paid, in due course.
Response to point No. (ii)
The Company was prohibited to file the Charge with the Registrar of Companies, NCT of
Delhi & Haryana due to the order of Debt Recovery Tribunal-II, Delhi, by their order
no. 393/14 dated 24.09.2014. In terms of the said Order, the Company unable to secure and
create charge for making the 100% asset cover for the Debt Securities. However, the
company has specifically mentioned in the Master Restructuring Agreement, as executed by
the Company with the CDR lender, for the perfection / creation of the security for its
Debt Securities. Moreover, the Company will file and provide 100% asset cover for the Debt
Securities after the reversal of the said order of the tribunal.
Response to point No. (iii)
The delay in payment of installment(s) of External Commercial Borrowings was from
mismatches of cash inflows and outflows. Further, the management believes that with
improved business scenario, the company will be able to meet its obligation in time.
Cost Auditor and Cost Audit Report
As per Section 148 of the Companies Act, 2013, the Company is required to have the
audit of its cost records conducted by a Cost Accountant in practice. In this connection,
the Board of Directors of the Company was appointed M/s Ahuja Sunny & Co., Cost
Accountant, as the Auditor of the Cost records of the Company for the year ending 31st
March, 2016 and on the recommendation of the Audit Committee, the Board further approved
the appointment of M/s Ahuja Sunny & Co., Cost Accountant, as the cost auditors of the
Company for the year ending 31st March, 2017, at a remuneration, subject to approval and
ratification by the shareholders, of '1,40,000/- (Rupees One Lacs Forty Thousand Only)
plus out of pocket expenses.
The cost audit report of M/s Ahuja Sunny & Co., Cost Accountant, for the financial
year 2015-16 does not contains any adverse qualification or remarks.
24. SHARE REGISTRATION ACTIVITY:
The Company has appointed "LINK INTIME INDIA PRIVATE LIMITED" a category-I
Registrar and Share Transfer Agent reregistered with Securities and Exchange Board of
India (SEBI) to handle the work related to Share Registry.
25. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing
Regulations, 2015, the Company has a Vigil Mechanism Policy/ Whistle Blower Policy to deal
with instance of unethical practices, fraud and mismanagement or gross misconduct by the
employees of the Company, if any, that can lead to financial loss or reputational risk to
the organization. The details of the vigil mechanism Policy/ Whistle Blower Policy are
explained in the Corporate Governance Report and also posted on the website of the
Company. It can be accessed on the following link http://www.educomp.com/content/policies
26. RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT POLICY
Like any other business, the Company too is exposed to various uncertainties and risks
such as changing customer preferences and behavior, competition and economic
uncertainties. Thus, with the objective of assessing and addressing such business risks
and their prioritization on regular basis, a comprehensive risk management policy has been
put in place, which describes the scope, objectives, processes as well as roles and
responsibilities of various functions in risk management.
By way of a systematic risk assessment process, a detailed enterprise risk
identification exercise is carried out every year; and risks are evaluated for their
likelihood of materialization, potential impact and mitigation efforts. Management has
assigned ownership of key risks to various risk owners who are responsible to monitor and
review these risks from time to time, and plan for their mitigation measures.
Your Company's Risk Management Policy is backed by strong internal control systems. The
risk management framework consists of policies and procedures framed at management level
and strictly adhered to and monitored at all levels. The framework also defines the risk
management approach across the enterprise at various levels. Risk management is embedded
in our critical business activities, functions and processes. The risks are reviewed for
change in the nature and extent of the major risks identified since the last assessment.
It also provides control measures for risk and future action plans.
At the Beginning of the Financial Year, the Company had the Risk Management Committee
of the Board of Directors of the Company, but as per the provisions of the Companies Act,
2013 and Regulation 21 of the Listing Regulations 2015, it was not mandatory for the
Company to constitute such Committee. Further, there was no meeting held of the Risk
Management Committee during the Financial Year 2015-16, Thus, the Board of Directors of
the Company dissolved such Committee in their meeting held on 11th February, 2016 during
the financial year.
The internal audit team periodically visits the divisions and carries out audit. The
findings are periodically reviewed by the Board and Audit Committee with emphasis on
maintaining its effectiveness in dynamic business environment.
27. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. All the Related Party
Transactions are placed before the Audit Committee for approval as per the Related Party
Transactions Policy of the Company as approved by the Board. The Policy is also uploaded
on the website of the Company & can be accessed on
http://www.educomp.com/content/policies .
Since all related party transactions that were entered into during the financial year
were on an arm's length basis and were in the ordinary course of business and there was no
material related party transactions entered into by the Company during the financial year,
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 required.
The details of the transactions with related parties are provided in the notes to
accompanying standalone financial statements.
28. CONSOLIDATED FINANCIAL STATEMENTS:
As required under the Listing Regulations, 2015, Consolidated Financial Statements of
the Company and all its subsidiaries and Joint Venture(s) except M/s Edu Smart Services
Private Limited, a Subsidiary Company and M/s Educomp Raffles Higher Education Limited, a
Joint Venture are attached to the Annual Report. The consolidated Financial statements
have been prepared in accordance with Accounting standard 21 ,Accounting standard 23 and
Accounting standard 27 issued by The Institute of Chartered Accountants of India and
showing the financial resources, assets, liabilities, income, profits and other details of
the Company and its subsidiaries as a single entity, after elimination of minority
interest. The audited consolidated financial statements together with Auditor's Report
form part of this Annual Report.
29. LISTING OF SHARES:
The Equity Shares of your Company are listed on National Stock Exchange of India
Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for the financial
year 2016-17 has already been paid to BSE and NSE.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The particulars are prescribed under section 134(3)(m) of the Companies Act, 2013, read
with Rule 8 of the Companies (Accounts) Rules, 2014 regarding the energy conservation,
technology absorption and foreign exchange earnings and outgo are set out in 'Annexure
- V' attached to this report.
31. RATINGS, AWARDS, ACHIEVEMENTS & RECOGNITIONS:
Ratings
Credit Analysis & Research Ltd, or CARE, has reaffirmed the following ratings in
relation to our long term and short term financing facilities:
Bank facilities: 'CARE D' (Single D) to our bank facilities aggregating to '1921.80
Crore.
Receivable assignment facilities: 'CARE D' (Single D) to our Receivable Assignment
facilities, aggregating to '404.08 Crore.
Non-Convertible Debentures (NCDs): 'CARE D' (Single D) to our Non- Convertible
Debenture issuance of '45 crore.
AWARDS, ACHIEVEMENTS & RECOGNITIONS:
In exploring the horizons of what learning can be, accolades and awards have come our
way, awards which have reiterated our resolve to live our vision everyday and fulfill our
mission.
Over the year, Educomp, its affiliates and it leadership has won recognition from
several renowned institutions. We have received following awards this year which truly
attest to the quality and excellence created by our teams.
Award for Leadership Project in eEducation 2016 by @Assocham;
Little Millennium awarded as the 'Best Standalone Pre School ' at Indian
Education Awards 2016;
Awarded for 'Best Education Initiative' for smartclass Pro by Indian
Education Awards 2016;
Awarded for'Best Innovative Learning Tool for smartstem'
for smartstem by Indian Education Awards 2016;
Mr. Shantanu Prakash felicitated with Education Entrepreneurship Leadership
Award 2016;
Award for 'Most Promising Brand for Digital Learning' at the 2016 Leaders
Awards.
32. CORPORATE GOVERNANCE
The Company has always been committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements as set out by Statutory
Bodies. As committed to good corporate governance practices, your company fully conform to
standards set out by SEBI and other regulatory authorities and has implemented and
complied with all of its major stipulations. As per Regulation 34(3) read with Schedule V
of the Listing Regulations, 2015, a detailed report on Corporate Governance along with the
Certificate from M/s Sanjay Grover & Associates, Company Secretaries, confirming
compliance with conditions of Corporate Governance as stipulated under Part C of Schedule
V of the Listing Regulations, 2015 are annexed and forms part of this Annual Report.
33. CODE OF CONDUCT:
As per the Listing Regulations, 2015, the Board of the Company has laid down Code of
Conduct for all the Board members of the Company and Senior Management Personnel as well
and the same has been posted on Website of the Company which can be access by the
following link http://www.educomp.com/content/code-conduct. Annual Compliance Report for
the year ended 31st March 2016 has been received from all the Board members and senior
management of the Company regarding the compliance of all the provisions of Code of
Conduct. Declaration regarding compliance by Board members and senior management personnel
with the Company's Code of Conduct are hereby attached as 'Annexure - VI' to this
report.
34. NOTES TO ACCOUNTS:
They are self-explanatory and do not require any explanations.
35. INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Company has appointed M/s Rajnish & Associates,
Chartered Accountants and M/s. Mazars, Chartered Accountants, as the Joint Internal
Auditors of the Company to maintain its objectivity and independence, the Internal Auditor
reports to the Audit Committee.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of the
internal control system in the Company, it compliance with operating systems, accounting
procedures and policies of the Company and its subsidiaries. Based on the report of
internal audit function, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee.
36. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report [Annexure
- VII].
Further, the disclosure pursuant to Section 197(14) of the Companies Act, 2013 in
respect of remuneration or commission received from any holding or subsidiary company of
company by any Managing Director or Whole Time Director who is also in receipt of
commission from that company is annexed with this report as Annexure- VIII.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 or any statutory modification or amendment in these Rules, a
statement showing the name of top ten employees in terms of Remuneration drawn forms part
of the Report and annexed to this report as Annexure IX. Further, there was no
employee in the Company who drawn the remuneration in excess of the limits set out in the
said Rules. Therefore, the disclosure for the same is not required.
37. DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD
Basis the confirmations reported to the Board in this regard, there were no instance of
fraud, misfeasance or irregularity detected and reported in the Company during the
Financial Year 2015-16 by the Statutory Auditors of the Company pursuant to Section 143
(12) of the Companies Act, 2013.
38. EMPLOYEES STOCK OPTION SCHEMES (ESOPs)
The Nomination and Remuneration Committee of the Board of Directors of the Company,
inter alia, administers and monitors the Employees' Stock Option Schemes of the Company in
accordance with the Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 (erstwhile Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999) hereinafter referred as the
"SEBI Guidelines".
The Details as required under the SEBI Guidelines, for Employees' Stock Option Schemes
have been uploaded on the website of the Company and can be accessed through the link
http://www.educomp.com/content/employee- stock-option-schemes. There is no material change
in the ESOP schemes of the Company during the year. The Certificate from Auditors
confirming that schemes have been implemented in accordance with the SEBI Guidelines will
be placed at the forthcoming Annual General Meeting of the Company before the members and
a copy of the same shall be available for inspection at the registered office of the
Company.
39. DISCLOSURE PURSUANT TO REGULATION 39 OF THE LISTING REGULATIONS, 2015
Details pursuant to Regulation 39 of the Listing Regulations, 2015 are given in
Corporate Governance Report annexed herewith
40. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees given, security provided and investments made
during the year as per Section 186 of the Companies Act, 2013 form part of the notes and
schedules of the Financial Statements provided in this Annual Report.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNAL
There are no significant or material orders passed by the Regulators / Courts /Tribunal
which would impact the going concern status of the Company and its operations in future.
42. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the 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 thereunder. No case has
been reported during the year under review.
43. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the Co-operation and
support received from the Government and Semi-Government agencies.
Your Directors are also thankful to all the bankers and financial institutions for
their support to the Company. The Board places on record its appreciation for continued
support provided by the esteemed customers, suppliers, consultants and shareholders.
The directors also acknowledge the hard work, dedication and commitment of the
employees of the Company and its subsidiaries. The enthusiasm and unstinting efforts of
the employees have enabled the Company to continue being a leading player in the Education
field.
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For and on Behalf of the Board of Directors |
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Educomp Solutions Limited |
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Sd/- |
Sd/- |
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(Shantanu Prakash) |
Vinod Kumar Dandona |
Date : August 12, 2016 |
Managing Director |
Whole-time Director |
Place : Gurgaon, Haryana |
DIN:00983057 |
DIN:06730804 |
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