Keerti Knowledge & Skills Ltd.
|BSE: 538445||Sector: Others|
|NSE: KEERTI||ISIN Code: INE586X01012|
|BSE 05:30 | 01 Jan||Keerti Knowledge & Skills Ltd|
|NSE 05:30 | 01 Jan||Keerti Knowledge & Skills Ltd|
|BSE: 538445||Sector: Others|
|NSE: KEERTI||ISIN Code: INE586X01012|
|BSE 05:30 | 01 Jan||Keerti Knowledge & Skills Ltd|
|NSE 05:30 | 01 Jan||Keerti Knowledge & Skills Ltd|
Your Directors are pleased to present the 18th Annual Report on the state ofaffairs of the Company together with the Audited Statement of Accounts and the Auditors'Report of the Company for the year ended March 31 2017.
The summarized financial performance (Standalone & Consolidated) of the Company forthe financial year ended March 31 2017 and March 31 2016 is given below:
[Amount in INR]
During the year under review the total income/turnover of the Company was INR12981955.00 against INR 6406987.00 in the corresponding previous year. The Company hasearned profit of INR 2036674.00 as compared to profit of INR 889309.00 in thecorresponding previous year.
During the year under review the total consolidated income/turnover of the Company wasINR 50357047.00 and also earned profit of INR 4737501.00.
TRANSFER TO RESERVES:
Your Board does not intend to transfer any amount to the General Reserves and otherreserves of the Company during the year under review.
In order to conserve the resources for the further growth of the Company yourDirectors think fit not to recommend any dividend for the year under review.
CHANGE OF NAME AND CONSTITUTION OF COMPANY
Company was originally incorporated as "Keerti Software & Hardware InfotechPrivate Limited" in Mumbai Maharashtra as a Private Limited Company under theprovisions of Incorporation dated April 29 1999. of the erstwhile Companies Act1956 vide Certificate The name of our Company was changed to Keerti Knowledgeand Skills Private Limited on February 08 2017.
Subsequently the constitution of your Company was changed to a public limited companyand name of Our Company was Change to "Keerti Knowledge and Skills Limited" anda fresh Certificate of Incorporation dated March 06 2017 issued by the Registrar ofCompanies Mumbai Maharashtra.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
Mr. Sudhakar P Sonawane laid down the foundation of Keerti Computers in the year 1998as sole proprietor concern with a vision to establish and to educate and impart trainingin the field of education specially Computer and Information technology and with thisvision he established a known brand name in Mumbai by Incorporating a private LimitedCompany in the name and style of Keerti Software & Hardware Infotech Private Limited(KEERTI).
We have a dedicated and talented team of professionals that comprise of experiencedpersonnel in the field of training and education. We are always committed to fulfill therequirements of our clientele according to their needs. In order to meet theserequirements we have adapted to ISO 9001:2015 certification for Quality management systemto provide skill improvement training services.
Over the years KEERTI has evolved and grown exponentially into an initiative with aprogressive outlook and a professional approach. It has consistently endeavored to createentrepreneurs and leaders to establish foundations of aknowledge based economy. A vibrantand passionate team of Keerti has created a colossal pool of skilled resources withseveral path breaking ideas. This remains the mainstay of Keerti's achievements. The groupfurther aspires to scale new altitudes of success.
KEERTI is one of the largest IT training institutes in Mumbai & Thane region thattrains youth and students in multiple segments of Information Technology. The widespreadnetwork of our centers is committed to quality education training and professionalcertifications that empower the students to meet the growing challenges of IT industry.
We have signed agreement with Mitcon Consultancy Services Limited who is ChannelPartner / Training Provider of Maharashtra Knowledge Corporation Limited (MKCL) whereinwe are authorised / affiliate as Authorised Learning Center (ALC) to conduct MS-CIT Courseand / or WAVE Course/KLiC Course as per prevailing norms of MKCL.
We have also signed letter of engagement with Tally Education Private Limited toprovide online assessment and issuing certification by Tally Education Private Limited.
Our Company has expanded its business through its two subsidiary Companies i.e. KeertiInstitute India Private Limited and Keerti Tutorials India Private Limited and our Companyhas vide Business Transfer Agreement dated 2nd April 2015 has transferred its business ofIT education sector which is on franchise basis to the Keerti Institute India PrivateLimited (KIIPL) for advancement and to rationalize the future growth of franchise businessin IT education sector in future along with authorization of Maharashtra KnowledgeCorporate Limited (MKCL)to conduct MKCL's Courses. Thereafter KIIPL entered into 89afresh franchisees Agreements at various locations in Mumbai and Thane. We currentlyoperate through 93 centres out which 4 are being operated by ourselves throughsubsidiaries and 89 centres are being run as franchisee.
Keerti Institute India Private Limited (KIIPL): Currently all our IT Educationalinitiatives are continued in KIIPL which was incorporated in 2015.
Keerti Tutorials India Private Limited (KTIPL): Keerti Tutorials believes in sharingknowledge through coaching and mentoring its students and making them sensible andenlightened intellectuals who would bring about the much needed change of the hour. Ourtraining aims at understanding teaching and applying features and functionality ofvarious software applicable in Graphics & Designing Website Design & DevelopmentAccounting & Taxation Programming Hardware & Networking etc. We make ourstudents employable and future ready by imparting soft skills and our in depth curriculumand effective teaching skills gives the student a 360 degree knowledge and exposure invarious segment of Information Technology.
Our key unique business strengths are:
Established brand and image
Domain expertise and technical excellence
Training and Development
Pioneering in Information Technology
Rich Management Experience
OUR BUSINESS STRATEGIES
Expansion of Domestic Market
Quality educational service
Promotion of our brand recognition
Moving up the Value Chain
Upgrade our services in line with Institutional requirement
We employ a variety of marketing methods to market our products and services to buildour brand image and achieve the desired business results. We promote our brand awarenessby carrying out the activities such as presentation and hoardings in different part ofcities franchise exhibition place banners and signboards at prominent locations. In ouradvertisement we highlight the key benefits of our services. When a prospective clientresponds and contacts us our in person or through phone about various aspects of ourservices and educational deliverables. We also actively promote our brand throughdifferent education consultants and reach out to the right target segment. Theseconsultants provide the basic level information to our prospective clients and bringclient on the table for further discussions.
OUR PRODUCTS AND SERVICES
Our company is engage into the business of providing services in the field ofinformation technology (I.T). We are tutoring basic computer knowledge internet surfingcomputer courses like Microsoft office accounting and financial management inventorymanagement statutory capabilities tally.net capabilities accounting courses like tallyvarious computer languages i.e C++.Net Java and Oracle communication and soft skillsetc.
INDUSTRY OVERVIEW (Indian Economy)
India has emerged as the fastest growing major economy in the world as per the CentralStatistics Organisation (CSO) and International Monetary Fund (IMF). According to theEconomic Survey 2015-16 the Indian economy will continue to grow more than 7 per cent in2016-17. The improvement in India's economic fundamentals has accelerated in the year 2015with the combined impact of strong government reforms RBI's inflation focus supported bybenign global commodity prices.
India's Consumer Confidence score in the April-June 2016 quarter declined to 128 fromthe high of 134 in the January-March 2016 quarter. India was ranked the highest globallyin terms of consumer confidence during October-December quarter of 2015 continuing itsearlier trend of being ranked the highest during first three quarters of 2015 as per theglobal consumer confidence index created by Nielsen.
In last couple of years the Indian education sector has gone through major changesresulting in substantial increase in the market share of the education industry. Indianeducation sector is expected to attract enormous investment from Private Equity firms inthe next 5 years. Like any other industry the education industry too is considered one ofthe prime areas of investments projected over the coming years the education sector hasopened up vast growth avenue not only in technical education but school and collegeeducation there are big opportunities. Vocational education too has been attractingenormous investment from Private Equity firms and foreign companies. Public PrivatePartnerships (PPP) and Tax concessions available in education sector have been encouragingmany reputed foreign players to create their presence in India. There is strongopportunity for foreign companies and private players to penetrate into the educationspace of India with tremendous investments opportunities for strategic investors.
CHANGE IN NATURE OF BUSINESS IF ANY.
There is no change in the nature of business of the Company during the Financial Year2016-17.
Good corporate practices ensure that a Company meets its obligations to optimizeshareholders' value and fulfils its responsibilities to the community customersemployees Government and other segments of the Society. It will therefore be itsconstant endeavour to achieve long term corporate goals. Even though the Company is notpresently covered by the Regulation governing Corporate Governance compliance the Companyhas taken various steps to initiate good Corporate Governance practices.
As on 31st March 2017 the Authorised share capital of the Company is INR50000000.00 (Indian Rupees Five Crore only) divided into 5000000 (Fifty Lakh) EquityShares of INR 10.00(Indian Rupees Ten only) each; and Issued Subscribed and Paid up sharecapital of the Company is INR 21068060.00 (Indian Rupees Two Crore Ten Lakh Sixty EightThousand Sixty only) divided into 2106806 (Twenty Lakh Six Thousand Eight Hundred Six)Equity Shares of INR 10.00 (Indian Rupees Ten only) each.
The Company has only one class of equity shares having a par value of INR 10.00 pershare. Each holder of equity shares entitled to one vote per share.
During the financial year under review the Company has allotted 1392600 (ThirteenLakh Ninety Two Thousand Six Hundred) bonus shares of face value INR 10.00 per shares toexisting shareholders in the ratio of 3:1 during the year out of free reserves of thecompany and 250006 (Two Lakh Fifty Thousand Six) equity shares of face value INR 10.00per share at a premium of INR 2.00 per share pursuant to section 62(1)(a)(iii) of theCompanies Act 2013.
Further no disclosure or reporting is required in respect of the following matters asthere were no transactions on these matters during the period under review:
Issue of equity shares with differential rights as to dividend voting orotherwise.
Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except Employees Stock Option Scheme as referred to in thisReport.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the Board of Directors at their meeting held on February09 2017 appointed Ms. Harshika and Mr. Rajvirendra Rajpurohit as an Additional Directorson the Board of Directors of the Company pursuant to the provisions of Section 161(1) andother applicable provisions (including any modification or re-enactment thereof) ofthe Companies Act 2013 and subsequently Members of the Company at their Extra-ordinaryGeneral Meeting held on March 30 2017 appointed them as an Independent Directors for aperiod of 5 (Five) consecutive years i.e. upto March 29 2022 and their officerwill not liable to retire by rotation.
Further the Board of Directors at their meeting held on February 09 2017appointed/re-designated Mr. Sudhakar Sonawane and Mr. Pandurang Patekar directors of theCompany as a Managing Director and Whole-time Director respectively and their terms andconditions of appointment is also approved by the Members at their Extra-ordinary GeneralMeeting held on April 03 2017 in light of section 196 197 and other applicableprovisions if any read with Schedule V of Companies Act 2013 and Rules made thereon.The Board of Directors has appointed Mr. Mahipal Singh Chouhan as a Company Secretary ofthe company w.e.f. June 30 2016 and Mr. Vinod Narsale as a Chief Financial Officerof the Companyw.e.f. February 09 2017.
In accordance with section 152(6) of the Companies Act 2013 and in terms of Articlesof Association of the Company Mr. Sudhakar Sonawane Managing Director of the Companyretire by rotation and being eligible; offers himself for re-appointment at theforthcoming 18th Annual General Meeting. The Board recommends the saidreappointment for shareholders' approval.
A brief resume nature of expertise details of directorships held in other companiesand other information of Mr. Sudhakar Sonawane proposing re-appointment pursuant to theprovisions of the Companies Act 2013 and Listing (Obligations & DisclosureRequirements) Regulations 2015 is appended as an annexure to the notice of ensuing 18thAnnual General Meeting.
None of the Directors of the Company is disqualified as per the provisions of Section164(2) of the Companies Act 2013.
The Board of Directors of the Company consists of eminent persons with considerableprofessional expertise and experience in business and industry finance managementCompliance etc.
The details of the Directors and KMP of the Company are as under:
MEETINGS OF THE BOARD OF DIRECTORS
During the financial year under review total twelve (12) meetings of the Board ofdirectors were held on April 01 2016 June 30 2016 September 06 2016 December 012016 January 102017 January 17 2017 February 09 2017 February 10 2017 March 072017 March 21 2017 March 23 2017 and March 27 2017 respectively.
The details of Director's attendances are as under:
The necessary quorum was present at all the Board Meetings and the intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
FORMAL ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OFITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Company is in process of formulating/ finalizing Board evaluation Policy. The samewill be placed in the meeting of Nomination and Remuneration Committee and Board for thepurpose of approval. In view of the same the Annual Evaluation of performance of theIndividual Directors Board and Committees etc. will be carried out in the financial year2017-18
The Independent Director(s) have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as Independent Directorunder the provisions of section 149 of the Companies Act 2013.
Your Company has formed/constituted an Audit Committee as per the provision of Section177 the Companies Act 2013 at the meeting of Board of Directors held on February 092017. All members of the Audit Committee possess strong knowledge of accounting andfinancial management.
The terms of reference of Audit Committee complies with the requirements of CompaniesAct 2013. The committee presently comprises following three (3) directors. Mr.Rajvirendra Rajpurohit is the Chairman of the Audit Committee.
Details of composition of the Committee and attendance during the year are as under:
Further the Audit Committee is functional as per the provision of Section 177 ofCompanies Act 2013 and Rules made thereunder. In addition to carry out such otherfunctions/powers as may be delegated by the Board to the Committee from time to time. Noaudit committee meeting took place during the year period review.
Stakeholder Relationship Committee
Your Company has formed/constituted a Stakeholders Relationship Committee to redressthe complaints of the shareholders at the meeting of Board of Directors held on February09 2017. The committee currently comprises of three (3) Directors. Ms. Harshika is theChairperson of the Stakeholders relationship Committee.
Role of stakeholder Relationship committee
The Stakeholder Relationship Committee of our Board looks into:
The Redressal of investors complaints viz. non-receipt of annual reportdividend payments etc.
Matters related to share transfer issue of duplicate share certificatedematerializations.
Also delegates powers to the executives of our Company to process transfers etc.
The status on various complaints received / replied is reported to the Board ofDirectors as an Agenda item. No committee meeting took place during the year periodreview.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) & 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby confirms that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure Iand forms part of this Report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
In accordance with the provisions of Section 136 of the Companies Act 2013 the annualreport of the Corporation the annual financial statement and related documents of theCorporation's subsidiary companies are www.keerti.org.
Shareholders may download the annual financial statements and detailed information onsubsidiary companies from the Corporation's website or may write to the Corporation forthe same. Further the documents shall be available for inspection by the shareholders atthe registered office of the Corporation.
During the year Keerti Institute India Private Limited (KIIPL) and Keerti TutorialsIndia Private Limited (KTIPL) acquired whereby it became a 100%subsidiary of Company.
PARTICULARS OF MANAGERIAL REMUNERATION
The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 in respect ofemployees of the Company is enclosed as Annexure II and forms part of this Report.
Further no employee of the Company is earning more than the limits as prescribedpursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Amendment Rules 2016 in respect of employees of the Company.
Further the names of top ten employees in terms of remuneration drawn are disclosed inAnnexure III and forms part of this Report.
AUDITORS AND AUDITORS' REPORT
At the 15th Annual General Meeting held on 30th September 2014 M/s.Nayak & Rane Chartered Accountants (Firm Regn. no. 117249W) were appointed asStatutory Auditors of the Company to hold office until the conclusion of its 20 thAnnual General Meeting. However in terms of the clause (b) of Section 139(2) of theCompanies Act 2013 No listed company shall appoint or re-appoint an audit firm asauditor for more than two terms of five consecutive years.
M/s. Nayak & Rane Chartered Accountants has completed its term pursuant to saidclause (b) and shall not be eligible for reappointment as auditor in the same company. Incompliance with provision of Section 139(2) the Companies Act 2013 after receivingrecommendation from Audit committee Board of Director proposed to appoint of M/s. N KMittal & Associates Chartered Accountants (Firm Regn. no. 113281W) as StatutoryAuditors of the Company shall be placed before the members of the Company for approval atforthcoming 18th Annual General Meeting of the Company.
In this regard the Company has received written consent(s) and certificate(s) ofeligibility in accordance with Sections 139 141 and other applicable provisions of theCompanies Act 2013andRulesissuedthereunder(includinganystatutorymodification(s)or reenactment(s) for the time being in force) from M/s. N K Mittal & AssociatesChartered Accountants (Firm Regn. no. 113281W). Explanation as required under Sec134(3)(f)(i) of the Companies Act 2013:
There are no adverse remarks / qualifications in the report of Statutory Auditor of theCompany; hence there is nothing to report in this regard.
PARTICULARS OF LOANS GRANTED GUARANTEE PROVIDED AND INVESTMENTS MADE:
The Company has not provided any guarantee or Security under Section 186 of theCompanies Act 2013 during the period under review. The investments made and advancedloans under the provisions of Section 186 of the Companies Act 2013 read with the Rulesissued thereunder are set out in Note No. 9 & 10 to the Financial Statements formingpart of this report.
RELATED PARTY TRANSACTIONS
The particulars of contracts or arrangements with related parties as prescribed in FormNo. AOC 2 of the Companies (Accounts) Rules 2014 is annexed to this report as AnnexureIV. Details of related party transactions are also given in the notes to the financialstatements.
The details of the related party transactions as per Accounting Standard 18 are set outin Note No. (xv) of (1) to the Significant Accounting policies part of this report.
EMPLOYEE STOCK OPTION PLAN SCHEME
Our Company does not have any Employee Stock Option Scheme/ Employee Stock PurchaseScheme as on the date of filing of this Draft Prospectus.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
A. Conservation of Energy:
We continue to strengthen our energy conservation efforts. We are always in lookout forenergy efficient measures for operation and value conservation of energy through usage oflatest technologies for quality of services. Although the equipments used by the Companybeing in the business of trading and marketing of agricultural inputs are not energysensitive by their very nature still the Company is making best possible efforts forconservation of energy which assures that the computers and all other equipmentspurchased by the Company strictly adhere to environmental standards and they make optimumutilization of energy.
The Company has also put in place the continuous process of identifying and replacingin a phased manner the machinery used like Computers Air Conditioners and UPS etc.which are low in efficiency.
B. Research and Development (R&D)
The Company believes that in order to improve the quality and standards of servicesthe Company should have a progressive Research and Development Process which should keepon increasing along with the scale of operations of the Company.
C. Technology absorption adaptation and innovation
In this era of competition in order to maintain and increase the clients andcustomers we need to provide best quality services to our clients and customers atminimum cost which is not possible without innovation and adapting to the latesttechnology available in the market for providing the services. The management of yourCompany is focused on the ongoing process of technology up gradation and reinvention ofbusiness model of your Company as and when required.
D. Foreign Exchange Earning and Outgo
During the year under review there was no earning or outgoing in foreign exchange.
RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
During the year under review the Company does not fall under the prescribed criteriaof Section 177(9) of Companies Act 2013 read with the Companies (Meeting of Board and itsPowers) Rules 2014 so there is no requirement to establish Vigil Mechanism / WhistleBlower policy thereof.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has an adequate Internal Financial Control System which commensurate withthe size scale and complexity of its operations in all material respect and wereoperative effectively during the financial year under review and were also periodicallyreviewed by management and statutory auditors.
SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Pursuant to the approval by the Members of the Company at their Extra-ordinary GeneralMeeting held on 03rd April 2017 the Company approached the Capital Market withan Initial Public Offer of 780000 (Seven Lakh Eighty Thousand) Equity Shares of theCompany of face value of Rs. 10/- (Rupees Ten Only) each at a Premium of Rs. 42/- (RupeesForty Two) aggregating to Rs. 405.60 Lakhs through Fixed Price Process to the Public. Theissue opened for subscription on 24th July 2017 and closed on 28thJuly 2017 and was oversubscribed by 1.81 times (including reserved portion of MarketMaker). The allotment of the Equity Shares was finalized in consultation with theDesignated Stock Exchange namely the National Stock Exchange of India Limited (NSE) 02ndAugust 2017.
In response to the company's application the National Stock Exchange of India Ltd(NSE) has given it's final approval for listing and trading of 2886806 (Twenty EightLakhs Eighty Six Thousand Eight Hundred and Six) Equity Shares of Rs.10/- each on NSE e-Merge (SME Emerge Platform) of the NSE effective 07th August 2017 with scripcode "KEERTI".
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
The Company has neither accepted nor renewed any fixed deposits during the year underreview under Section 76 of the Companies Act 2013. There are no unclaimed depositsunclaimed / unpaid interest refunds due to the deposit holders or to be deposited to theInvestor Education and Protection Fund as on March 31 2017.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of women at workplace (Prevention prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. No complaints were received during the year2016-17.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the required criteria of Section 135 of Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 so thereis no requirement to constitute Corporate Social Responsibility Committee and frame apolicy thereof.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from stakeholders bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in the successful performance of the Company during the year.
For and on behalf of the Board of Directors Keerti Knowledge and Skills Limited