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Educomp Solutions Ltd.

BSE: 532696 Sector: Services
NSE: EDUCOMP ISIN Code: INE216H01027
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VOLUME 11429
52-Week high 2.88
52-Week low 0.91
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Mkt Cap.(Rs cr) 12
Buy Price 0.99
Buy Qty 6815.00
Sell Price 1.03
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OPEN 0.99
CLOSE 0.99
VOLUME 11429
52-Week high 2.88
52-Week low 0.91
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.99
Buy Qty 6815.00
Sell Price 1.03
Sell Qty 2139.00

Educomp Solutions Ltd. (EDUCOMP) - Director Report

Company director report

Dear Shareholders

The Directors of your Company (i.e. Educomp Solutions Limited) have pleasure inpresenting herewith the 22nd Annual Report of your Company together with the auditedaccounts for the Financial Year ended 31st March 2016.

1. FINANCIAL PERFORMANCE :

The highlights of the consolidated and standalone audited financial results for theyear 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 5873.51 5941.97 2230.88 2322.01
Net profit/ (Loss) before tax (4823.97) (16998.05) (3624.29) (11654.39)
Tax Expenses (139.54) (11.19) (190.91) -
Net profit/(Loss) after tax (4684.43) (16986.86) (3433.38) (11654.39)
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 (4472.70) (16421.55) (3433.38) (11654.39)
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 anydividend for the financial year ended March 312016.

In view of the losses incurred by the Company no amount has been transferred toreserve for the financial year ended March 312016.

3. OPERATING RESULTS AND BUSINESS:

We enjoy long-term annuity relationships with both private schools as well asgovernment 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 17289 as onMarch 312016.

In Edureach (formerly ICT) business segment we have an ongoing partnership with 3State Governments and reaches to 1779 Government schools in various states as on March312016.

On Standalone basis Company's total revenue stands at '2230.88 million as on March31 2016 as compared to '2322.01 million as on March 31 2015 a decline of 3.92%. Theloss before taxes is '3624.29 million as on March 31 2016 as against loss before taxesof '11654.39 million as on March 312015.

On Consolidated basis Company's total revenue stands at '5873.51 million as onMarch 31 2016 as compared to '5941.97 million as on March 312015 registering a declineof 1.15%. The loss before tax and after prior period items/ exceptional items stands at'4823.97 million as on March 31 2016 as against loss of '16998.05 million as on March312015.

There have been no material changes and commitments between the end of the financialyear 2015-16 & the date of the report.

SEGMENTAL PERFORMANCE (STANDALONE):

The EBIT margins in the School learning solutions (SLS) Segment of the Company for theyear amounted to '(497.65) million or (25.32%) of SLS revenues as on March 312016 ascompared to '(9007.37) million or (472.59%) of SLS revenues as on March 312015.

The EBIT margins in the Higher learning solutions (HLS) segment of the Company for theyear amounted to '10.81 million or 54.82% of HLS revenues as on March 31 2016 as comparedto '47.99 million or 83.39% of HLS revenues as on March 312015.

The EBIT margins in Online Supplemental and Global (OSG) segment of the Company for theyear amounted to '(16.79) million or (68.56%) of OSG segment revenues as on March 31 2016as compared to '(1.27) million or (6.96%) of OSG revenues as on March 312015.

EXPENDITURE (STANDALONE):

Cost of Goods Sold (COGS) has increased to 17.38% of our total revenue as on March312016 from 10.06% as on March 312015. This increase is on account of change in revenue.

Personnel expenses have decreased to 51.55% of total revenue as on March 312016 from55.49% as on March 31 2015. Other expenses have increased to 52.97% as on March 312016from 43.37% of total revenue as on March 312015. This increase is essentially because ofthe 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 detailingeconomic scenario and outlook as stipulated under Schedule V of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 ("SEBI LODRRegulations") is presented in a separate section and forms integral part of thisReport.

4. CHANGES IN CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

Authorised Share Capital of the Company is '400000000/- (Rupees Forty Crores Only)divided into 200000000 (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 sharesand the paid up share capital stood at '244934336/- consisting of 122467168 EquityShares 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 CurrencyConvertible Bonds (FCCB) for redemption of outstanding Zero Coupon Foreign CurrencyConvertible Bonds. The Bond holders as per the agreement have the option to convertthese bonds into Equity Shares at a price of '188.62 per share with in 5 years and 1 dayfrom the date of disbursement. The FCCB are redeemable at a premium of 33.15 % onprincipal after 5 years and 1 day. The FCCB were raised for the purposes of redemption ofearlier FCCB of the Company. As on March 312016 US$ 10 million (previous year US$ 10million) 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 Debenturesfor an aggregate value of '45 Crores comprising 350 13.5% Secured Non-ConvertibleDebentures (Listed on Bombay Stock exchange) of the face value of '1000000/- eachaggregating to '35 Crores and 100 13.25% Secured Non-Convertible Debentures of the facevalue of '1000000/- each aggregating to '10 Crores.

The aforesaid debentures are secured with the debenture trustee i.e. Axis TrusteeServices Limited having its registered office at Axis House 2nd Floor Bombay DyeingMills 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 CommercialBorrowing (ECB) comprising US$ 30 million from International Financial Corporation (IFC) amember of the World Bank Group and US$ 40 million from Societe De Promotion Et DeParticipation Pour La Cooperation Economique (PROPARCO) a French development financialinstitution. The ECB has a term of 8.5 years with a 3 years moratorium and the coupon rateis LIBOR + 4.5%. The ECB has been raised for purposes of redemption of existing FCCB. Thesaid ECB is outstanding at the Financial Year ending on March 312016.

7. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments between the end of the financialyear 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 ofthe Annual Return in Form No. MGT-9 is presented in a separate section and isannexed herewith as "Annexure - I" to this report.

9. PUBLIC DEPOSITS:

During the year the Company has not accepted any deposits under the provisions of theCompanies Act 2013.

10. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

As on March 31 2016 the Company had 42 Subsidiaries 1 Joint ventures having 1subsidiary 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 theinvestment of Wiz Learn Technology Pte. Ltd. in three Subsidiaries naming SingaporeLearning.com Pte. Ltd.; Pave Education Pte. Ltd.;Wiz Learn Pte. Ltd. was also standceased. During the year the Board of Directors (the Board) reviewed the affairs ofmaterial subsidiaries. We have in accordance with Section 129(3) of the Companies Act2013 prepared consolidated financial statements of the Company and all its subsidiariesexcept 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 RafflesHigher Education Limited as at March 31

2016 are not available with the Company. The consolidated financial results of theCompany reflects total revenue of '176.46 lacs and total loss after taxes of '143.01 lacsfor the year ended March 312016 which are based on unreviewed consolidated financialresults of the JV for the quarter ended June 30 2015.

Further the report on the performance and financial position of each of thesubsidiary associate and joint venture and salient features of the financial statementsin the prescribed Form AOC-1 duly approved along with the financial statements isannexed to this report [Annexure - II].

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited financial statements of each of the subsidiary will be available onour website http://www. educomp.com/content/investors-home. These documents will also beavailable 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 EducationPte. Ltd and Wiz Learn Pte. Ltd. to V-cuble Global Services Pte. Ltd.Singapore thusHence 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 WizLearn Pte. Ltd ceased to be the subsidiary Companies of the Company during the year underreview.

Further pursuant to a negotiated settlement entered into with ICICI Bank after 31stMarch 2016 board of the company accorded its approval to divest its entire shareholdingin Vidya Mandir Classes Limited (being 67% shareholding of VMCL) a subsidiary of theCompany and Educomp Learning Hour Private Limited a step down subsidiary of the Companyby executing the share purchase agreement dated July 25 2016 with the buyer. Thetransaction is consummated as on the date of this report. However part of theconsideration shall be received on or before March 312019.

In addition to above after 31st March 2016 M/s Little Millennium Education PrivateLimited(Formerly known as Educomp Child Care Private Limited) ceased to be the subsidiaryof 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 saiddilution is due to additional subscription of shares in the paid up share capital by theother 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 twoExecutive Directors namely Mr. Shantanu Prakash Chairman & Managing Director and Mr.Vinod Kumar Dandona Whole Time Director and Five Independent Non-Executive Directorsnamely Ms. Azra Shauqia Hasan Mr. Rajat Khare Mr. Vijay Kumar Choudhary Dr. VenkataSubbarao 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 CompaniesAct 2013 and Listing Agreement and on the recommendations of the Nomination andRemuneration Committee made appointment of Ms. Azra Shauqia Hasan as the AdditionalDirector (Independent) w.e.f. 28th May 2015 to hold the office till the conclusion of theLast Annual General Meeting of the Company. The Company has received declarations from thesaid Independent Directors of the Company confirming that they meet the criteria ofindependence as prescribed both under sub-section (6) of Section 149 of the Companies Act2013 and under the Clause 49 of Listing Agreement. Further Mr. Shonu Chandra IndependentDirector of the Company resigned due to preoccupation from the office w.e.f. 29th May2015.

Further during the year on the recommendations of the Nomination and RemunerationCommittee and board the shareholders of the company in their previous Annual generalMeeting held in the year 2015 appointed Ms. Azra Shauqia Hasan as an Independent Directorof the Company w.e.f. 28th May 2015. In accordance with the provisions of Section 149 andproviso to Section 152(5) of the Companies Act 2013 Ms. Azra Shauqia Hasan is beingappointed as Independent Directors to hold office for the term of five years w.e.f 28thMay 2015.

After 31st March 2016 Mr. Rajat Khare & Mr. Venkata Subbarao Valluri IndependentDirectors 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 circulationon 16th July 2016 has appointed Mr. Sanjay Kumar Bhattacharyya as Additional Director(Category - Independent/Non-Executive) of the Company to hold the office till theconclusion of the ensuing Annual General Meeting of the Company. He is also appointed asthe Chairman of the Board in place of Mr. Shantanu Prakash Managing Director of thecompany.

• Re-appointment

In terms of the Companies Act 2013 the directors other than independent directorsshall 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 Directorliable to retire by rotation and further being eligible offers themselves forre-appointment at the ensuing Annual General Meeting. The Board recommends theirre-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 thecompany will be expired on November 12 2016. The Nomination and Remuneration Committeeand Board of Directors of the Company felt that considering the rich experience andcontribution 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 asWhole Time Director of the company for further period of three (3) years and at suchremuneration 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 ofAGM forming part of the Annual Report.

• Board Evaluation

Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations 2015 the Board has formulated a framework containing inter-alia thecriteria for performance evaluation of the entire Board of the Company its Committees andindividual Directors including Independent Directors.

Schedule IV to the Companies Act 2013 also provides for the performance evaluation ofIndependent Directors by the entire Board of Directors excluding the Directors beingevaluated.

After performance evaluation of the Independent Directors the performance evaluationof the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess.

Details regarding the process of formal evaluation of the performance of the Board itsCommittees and individual Directors including the manner in which the evaluation boardits committees and individual directors has been carried out for the financial year endedMarch 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. TheBoard met 4 (Four) times during the year the details of which are given in the CorporateGovernance Report that forms part of this Annual Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and ListingRegulations 2015.

14. INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013read 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 forIndependent Directors. The Company through such programme familiarizes IndependentDirectors with a brief background of the Company their roles rights responsibilities inthe Company nature of the industry in which the Company operates business modeloperations of the Company etc. Details on familiarization programme for IndependentDirectors is posted on the Company's website and can be accessed athttp://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 Section177 of the Companies Act 2013 and Regulation 18 of the Listing Regulations 2015. AuditCommittee has 4 members out of which 3 are Non-Executive Independent Directors and one isExecutive Director. The Chairman of Audit Committee is an Independent Non-ExecutiveDirector.

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 asper Section 178 of the Companies Act 2013 and Regulation 19 of the Listing Regulations2015. Nomination and Remuneration Committee has 3 members which are IndependentNon-Executive Directors. The Chairman of Nomination and Remuneration Committee is anIndependent 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 asper Section 178 of the Companies Act 2013 and Regulation 20 of the Listing Regulations2015. Stakeholders Relationship Committee has 3 members out of which 2 are NonExecutiveIndependent Directors and one is Executive Director. The Chairman of StakeholdersRelationship 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 dulyconstituted as per Section 135 of the Companies Act 2013. Corporate Social ResponsibilityCommittee has 3 members out of which one is Non-Executive Independent Directors and twoare Executive Director. The Chairman of Corporate Social Responsibility Committee is anExecutive Director.

The Committee met 1 (One) time only during the year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The Policy onCorporate Social Responsibility is available on Company's website and may be access onhttp://www.educomp.com/content/policies. .

Note:

1) The details of the above committees along with their composition number of meetingsand attendance of members at the meetings are provided in the corporate governance reportwhich forms part of this annual report.

2) The details of the other committees to the board are provided in the corporategovernance report that forms part of this Annual Report.

17. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed nomination and remuneration Policy for selection and appointment of Directors KeyManagerial Personnel and their remuneration as well as policy on the appointment andremuneration of other employees. The Remuneration Policy is stated in the CorporateGovernance 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 theBoard of Directors to the best of their knowledge and ability confirm:

a. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the period ended on March312016;

c. That Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 internalfinancial controls are adequate and were operating effectively.

f. That the directors have devised the proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. STATUTORY DISCLOSURES:

The Company has received Form DIR-8 from all Directors as required under the provisionsof Section 164(2) of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014.

None of the Directors of your Company is disqualified as per provision of Section164(2) of the Companies Act 2013 read with Regulation 16(1)(b) and 25 of ListingRegulations 2015. The Directors of the Company have made necessary disclosures asrequired under various provisions of the Companies Act 2013 and Listing Regulations2015.

20. HUMAN RESOURCE MANAGEMENT:

Educomp is an equal opportunity employer with total employee strength of 5065 (FiveThousand Sixty Five) as on 31st March 2016 as compared to 6879 (Six Thousand EightHundred Seventy Nine) as on 31st March 2015.

The Company has a suitable recruitment and human resource management process whichenables us to attract and retain high caliber employees. Company has created incentivedriven 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 theprovisions of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014. Further the Annual Report on CSR Activities informat prescribed in Companies

(Corporate Social responsibility) Rules 2014 including the brief outline of thecorporate social responsibility (CSR) policy of the Company annexed to this report AnnexureIII. For other details regarding the CSR Committee please refer to the corporategovernance 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 underreview.

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 the25th (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/sHaribhakti & Co. LLP Chartered Accountants (ICAI Firm Registration No. 103523W) toexamine and audit the accounts of the Company for Five years to hold office till theconclusion of the Twenty Fifth AGM of the Company to be held in the year 2019 subject toratification at every AGM held thereafter. The Company has received letter from them tothe effect that their ratification if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disqualified from beingauditors of the Company. Accordingly pursuant to the provisions of Section 139 of theCompanies 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 theforthcoming AGM till the conclusion of the next AGM.

The Directors refer to the auditors' qualification matter of emphasis observation inthe Annexure to Independent Auditors' Report and as required under Section 134(3) of theCompanies 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 THEFINANCIAL YEAR ENDING 31ST MARCH 2016:-

Response to Point (a)

In this regard the management of the Company is in the process of making necessaryapplication to the Central Government to obtain its approval for the waiver/approval ofthe remuneration so paid in years ended March 31 2014 March 31 2015 and quarter endedJune 30 2015 in due course.

Response to Point (b)

The Company has assessed the business projections of six of its subsidiary companiesnamely Educomp Infrastructure and School Management Limited Educomp Online SupplementalService Limited Educomp Child Care Private Limited Educomp Professional EducationLimited Vidya Mandir Classes Limited Educomp Intelliprop Ventures Pte Ltd. (Formerlyknown as Educomp Intelprop Ventures Pte Ltd.) and its associate Greycells18 Media Limitedhaving a total investment of '153090.73 lacs and has concluded that their businesses aresustainable on a going concern basis. The Company evaluated the recoverability of itsinvestments using business valuations performed by independent experts according towhich the decline in the carrying value of these long term investments has been consideredto be temporary. The said evaluation is based on the long term business plans of itssubsidiaries and associate as on March 31 2016 and concluded that no adjustments to thecarrying value of its long term investments is required to be recorded in these auditedstandalone financial results of the Company for the year ended March 312016.

Response to Point (c)

Pursuant to implementation of approved Corporate Debt Restructuring Scheme (CDRscheme) certain lenders have disbursed fresh corporate loans to the Company andcorresponding trade receivables were bought from Edu Smart Services Private Limited(ESSPL) together with future business relating to these customers. Due to thisrestructuring the remaining receivables in ESSPL may not yield adequate surplus todischarge its liability towards the Company for trade receivables and redemption ofredeemable non convertible preference shares. However the approved CDR scheme hasmandated merger of ESSPL with the Company and accordingly the Company has initiated theprocess and has taken the approval of Board of Directors in the board meeting held on 13thJanuary 2015. The Board of Directors in their meeting held on 26th May 2016 has suggestedcertain changes in the scheme with respect to above said merger and revised scheme shallbe placed in next board meeting. The impact for the amalgamation shall be given/ recordedin 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 itsoperations in foreseeable future. As regards availability of requisite funds to meet itsdebt related obligations including those overdue and falling due in financial year 2016-17as per its CDR package executed with Company's lenders the Company intends to monetizeits identified investments receivables and assets to meet the necessary obligations. TheCompany is also taking several measures to improve operational efficiencies and otheravenues of raising funds.

The management is confident that with the above measures and continuous efforts toimprove the business it would be able to generate sustainable cash flow discharge itsshort-term and long term liabilities and recover and recoup the erosion in its net worththrough profitable operations and continue as a going concern. Accordingly thesestandalone financial results have been prepared on a going concern basis and do notinclude any adjustments relating to the recoverability and classification of recordedassets or to amounts and classification of liabilities that may be necessary if theentity is unable to continue as a going concern.

MANAGEMENT RESPONSE TO THE MATTER OF EMPHASIS IN THE CONSOLIDATED AUDIT REPORT FOR THEFINANCIAL YEAR ENDING 31ST MARCH 2016:-

Response to point (a)

In this regard The management of the Company is in the process of making necessaryapplications to the Central Government to obtain its approval for the waiver/approval ofthe remuneration so paid/recorded in year ended March 312014 March 31 2015 and quarterended June 30 2015 in due course.

EISML has submitted an application to the Central Government for waiver/approval ofmanagerial remuneration pertaining to year ended March 312014.

Response to point (b)

Due to longer than expected gestation period of schools recovery of trade receivablesamounting '19363 lacs from various Trusts engaged in running the schools to thesubsidiary Company EISML has been slow. The Management of EISML is regularly monitoringthe growth in schools and their future projections based on which the Managementbelieves 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 namelyEducomp Infrastructure and School Management Limited Educomp Online Supplemental ServiceLimited Educomp Child Care Private Limited Educomp Professional Education Limited VidyaMandir Classes Limited Educomp Intelliprop Ventures Pte Ltd. (Formerly known as EducompIntelpropVentures Pte Ltd.) and its associate Greycells18 Media Limited. for evaluatingthe recoverability of Group's share of net assets and has concluded that their businessesare sustainable on a going concern basis. The Company has evaluated the recoverability ofits share of net assets held through these Companies using business valuations performedby independent experts according to which the decline in the carrying value of net assetsis considered to be temporary. The said evaluation is based on the long term businessplans of its subsidiaries/associate as on March 312016 and concluded that no adjustmentsto the carrying value of its share in net assets is required to be recorded in theconsolidated financial results of the Company for the year ended March 312016.

Response to point (d)

The Management is continuously monitoring the settlement of these balances and isregularly following up with respective parties for recovery of the said capital advances.The Management believes that other capital advances which have not been provided foralthough have been long outstanding are fully recoverable and hence existing provisionrecorded in books is sufficient to cover any possible future losses on account of nonrecovery of such capital advances.

Response to point (e)

The Group's management has reviewed business plan of its joint venture Educomp RafflesHigher Education Limited which had advanced loans amounting '5147 lacs to Jai Radha RamanEducation Society (Society) and its subsidiary Millennium Infra Developers Limited whichhad trade receivables of '6021 lacs from the same Society under contractual obligations.The Group's management had also considered the business plan of the Society and estimatedmarket value of its net assets based on which no adjustment is required in carrying valueof its share of net assets in such joint venture. The Group's holding in the joint ventureis 41.82%.

The consolidated financial results of Educomp Raffles Higher Education Limitedsubsequent to June 30 2015 are not available with the Company hence there is no updateavailable 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 anindependent valuation expert. The said evaluation was based on long term business plansand underlying assumptions used for the purpose of valuation which in view of theManagement were realistic and achievable by the subsidiary. Based on revised businessplans which entailed scaling down the operation of 'Universal' brand of schools themanagement had recorded an impairment of '4527 lacs to this asset till March 312016.

Response to point (g)

Pursuant to implementation of approved CDR scheme certain lenders have disbursed freshcorporate loans to the Company and corresponding trade receivables were bought from EduSmart Services Private Limited (ESSPL) together with future business relating to thesecustomers. Due to this restructuring the remaining receivables in ESSPL may not yieldadequate surplus to discharge its liability towards the Company for trade receivables andredemption of Redeemable non convertible preference shares. However the approved CDRscheme has mandated merger of ESSPL with the Company and accordingly the Company hasinitiated the process and has taken the approval of Board of Directors in the boardmeeting held on 13th January 2015. The Board of Directors in their meeting held on 26thMay 2016 has suggested certain changes in the scheme with respect to above said merger andrevised scheme shall be placed in next board meeting. The impact for the amalgamationshall be given/ recorded in the books of accounts upon obtaining approvals andimplementation of the Scheme.

Response to point (h)

The Company has incurred substantial losses and its net worth has been significantlyeroded. Based on Company's projected cash flows it shall have sufficient funds to run itsoperations in foreseeable future. As regards availability of requisite funds to meet itsdebt related obligations including those overdue and falling due in year 2016-17 as perits CDR package executed with Company's lenders the Company intends to monetize itsidentified investments receivables and assets to meet the necessary obligations. TheCompany is also taking several measures to improve operational efficiencies and otheravenues of raising funds.

The management is confident that with the above measures and continuous efforts toimprove the business it would be able to generate sustainable cash flow discharge itsshort-term and long term liabilities and recover & recoup the erosion in its net worththrough profitable operations and continue as a going concern. Accordingly theseconsolidated financial results have been prepared on a going concern basis and do notinclude any adjustments relating to the recoverability and classification of recordedassets or to amounts and classification of liabilities that may be necessary if theentity is unable to continue as a going concern.

Response to point (i)

The Company's subsidiary Educomp Infrastructure & School Management Limited hasincurred losses and the subsidiary's debt related obligation in form of Funded InterestTerm Loan has been converted into 0.1% Cumulative Compulsory Convertible Preference Sharesduring the earlier quarters. Based on subsidiary company's projected cash flows it shallhave sufficient funds to run its operations in foreseeable future. As regards availabilityof requisite funds to meet its debt related obligations overdue and including thosefalling due in year 2016-17 as per the CDR package executed with subsidiary's lenders thesubsidiary intends to monetize its assets identified for sale to meet the necessaryobligations. The subsidiary is also taking several measures to improve operationalefficiencies and other avenues of raising funds.

The management of the subsidiary is confident that with the above measures andcontinuous efforts to improve the business it would be able to generate sustainable cashflow to discharge its short-term and long term liabilities and recover & recoup theerosion in its net worth through profitable operations and continue as a going concern.Accordingly these consolidated financial results have been prepared considering EISML'sfinancials results on a going concern basis and do not include any adjustments relating tothe recoverability and classification of recorded assets or to amounts and classificationof liabilities that may be necessary if the subsidiary is unable to continue as a goingconcern.

Response to point (j)

The Company's step down subsidiary Knowledge Vistas Limited has taken land from LavasaCorporation Limited on lease vide lease agreement dated June 30 2009 for a period of 999years to construct an international residential school. Further this subsidiary hasentered into a sub-lease agreement with Gyan Kunj Educational Trust (GKET) to sub leasethe school building. As per the sub lease agreement GKET shall be liable to pay leaserental to the subsidiary from the year in which it has cash surplus. GKET has started itsoperations in Academic Session 2011-12 but due to certain environmental matters GKETdecided 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 ofthe said subsidiary's assets is not less that its net realisable value. Hence themanagement doesn't anticipate any asset impairment. These consolidated financial resultshave been prepared considering the subsidiary's financials results on a going concernbasis and do not include any adjustments relating to the recoverability and classificationof recorded assets or to amounts and classification of liabilities that may be necessaryif the subsidiary's is unable to continue as a going concern.

MANAGEMENT RESPONSE TO THE QUALIFICATION IN THE CONSOLIDATED AUDIT REPORT FOR THEFINANCIAL YEAR ENDING 31ST MARCH 2016:-

As per the terms of Master Restructuring Agreement and approved Corporate DebtRestructuring Scheme (CDR) of Educomp Infrastructure & School Management Limited(EISML) a subsidiary Company there are certain assets amounting '32075.33 Lacs (atcost) which have been identified for sale in a time bound manner. The lead bank carriedout a valuation of these assets which are indicative in nature. Market valuations have notbeen carried out by EISML and its step down subsidiaries as some of these assets are notready for sale due to pending regulatory approvals/permissions.

Based on recent firm offers and valuation reports the Management believes that themarket value of these assets is higher than as considered under the indicative valuationreports and differences if any are temporary only. Therefore no adjustment is requiredto 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 regardingdelay in the depositing statutory dues.

In this regard it has been clarified that the delays were not material and the samehas been subsequently rectified.

(viii) In respect of auditors' observation in standalone financial statements regardingcertain default in repayment of dues to financial institutions banks anddebentureholders.

It was clarified that the delay in payment of dues was from mismatches of cash inflowsand outflows. Further management believes that with improved business scenario thecompany will be able to meet its obligation in time.

(xi) In respect of auditors' observation in standalone financial statements regardingthe payment of managerial remuneration in excess of the limits prescribed in the CompaniesAct 2013

In this regard the management of the Company is in the process of making necessaryapplication to the Central Government to obtain its approval for the waiver/approval ofthe remuneration so paid in years ended March 312014 March 31 2015 and quarter endedJune 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 wasappointed M/s. Sanjay Grover & Associates Company Secretaries a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for thefinancial 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 THEFINANCIAL YEAR ENDING 31ST MARCH 2016:-

Response to point No. (i)

In this regard the management of the company is in the process of making necessaryapplication to the Central Government to obtain its approval for the waiver/approval ofthe 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 ofDelhi & Haryana due to the order of Debt Recovery Tribunal-II Delhi by their orderno. 393/14 dated 24.09.2014. In terms of the said Order the Company unable to secure andcreate charge for making the 100% asset cover for the Debt Securities. However thecompany has specifically mentioned in the Master Restructuring Agreement as executed bythe Company with the CDR lender for the perfection / creation of the security for itsDebt Securities. Moreover the Company will file and provide 100% asset cover for the DebtSecurities 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 frommismatches of cash inflows and outflows. Further the management believes that withimproved 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 theaudit of its cost records conducted by a Cost Accountant in practice. In this connectionthe Board of Directors of the Company was appointed M/s Ahuja Sunny & Co. CostAccountant as the Auditor of the Cost records of the Company for the year ending 31stMarch 2016 and on the recommendation of the Audit Committee the Board further approvedthe appointment of M/s Ahuja Sunny & Co. Cost Accountant as the cost auditors of theCompany for the year ending 31st March 2017 at a remuneration subject to approval andratification by the shareholders of '140000/- (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 financialyear 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-IRegistrar and Share Transfer Agent reregistered with Securities and Exchange Board ofIndia (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 ListingRegulations 2015 the Company has a Vigil Mechanism Policy/ Whistle Blower Policy to dealwith instance of unethical practices fraud and mismanagement or gross misconduct by theemployees of the Company if any that can lead to financial loss or reputational risk tothe organization. The details of the vigil mechanism Policy/ Whistle Blower Policy areexplained in the Corporate Governance Report and also posted on the website of theCompany. 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 riskssuch as changing customer preferences and behavior competition and economicuncertainties. Thus with the objective of assessing and addressing such business risksand their prioritization on regular basis a comprehensive risk management policy has beenput in place which describes the scope objectives processes as well as roles andresponsibilities of various functions in risk management.

By way of a systematic risk assessment process a detailed enterprise riskidentification exercise is carried out every year; and risks are evaluated for theirlikelihood of materialization potential impact and mitigation efforts. Management hasassigned ownership of key risks to various risk owners who are responsible to monitor andreview 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. Therisk management framework consists of policies and procedures framed at management leveland strictly adhered to and monitored at all levels. The framework also defines the riskmanagement approach across the enterprise at various levels. Risk management is embeddedin our critical business activities functions and processes. The risks are reviewed forchange 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 Committeeof the Board of Directors of the Company but as per the provisions of the Companies Act2013 and Regulation 21 of the Listing Regulations 2015 it was not mandatory for theCompany to constitute such Committee. Further there was no meeting held of the RiskManagement Committee during the Financial Year 2015-16 Thus the Board of Directors ofthe Company dissolved such Committee in their meeting held on 11th February 2016 duringthe financial year.

The internal audit team periodically visits the divisions and carries out audit. Thefindings are periodically reviewed by the Board and Audit Committee with emphasis onmaintaining its effectiveness in dynamic business environment.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. All the Related PartyTransactions are placed before the Audit Committee for approval as per the Related PartyTransactions Policy of the Company as approved by the Board. The Policy is also uploadedon the website of the Company & can be accessed onhttp://www.educomp.com/content/policies .

Since all related party transactions that were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business and there was nomaterial related party transactions entered into by the Company during the financial yearaccordingly the disclosure of Related Party Transactions as required under Section134(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 toaccompanying standalone financial statements.

28. CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Listing Regulations 2015 Consolidated Financial Statements ofthe Company and all its subsidiaries and Joint Venture(s) except M/s Edu Smart ServicesPrivate Limited a Subsidiary Company and M/s Educomp Raffles Higher Education Limited aJoint Venture are attached to the Annual Report. The consolidated Financial statementshave been prepared in accordance with Accounting standard 21 Accounting standard 23 andAccounting standard 27 issued by The Institute of Chartered Accountants of India andshowing the financial resources assets liabilities income profits and other details ofthe Company and its subsidiaries as a single entity after elimination of minorityinterest. The audited consolidated financial statements together with Auditor's Reportform part of this Annual Report.

29. LISTING OF SHARES:

The Equity Shares of your Company are listed on National Stock Exchange of IndiaLimited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fee for the financialyear 2016-17 has already been paid to BSE and NSE.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ADOPTION AND INNOVATION FOREIGNEXCHANGE EARNINGS AND OUTGO:

The particulars are prescribed under section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 regarding the energy conservationtechnology 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 inrelation to our long term and short term financing facilities:

Bank facilities: 'CARE D' (Single D) to our bank facilities aggregating to '1921.80Crore.

Receivable assignment facilities: 'CARE D' (Single D) to our Receivable Assignmentfacilities aggregating to '404.08 Crore.

Non-Convertible Debentures (NCDs): 'CARE D' (Single D) to our Non- ConvertibleDebenture issuance of '45 crore.

AWARDS ACHIEVEMENTS & RECOGNITIONS:

In exploring the horizons of what learning can be accolades and awards have come ourway awards which have reiterated our resolve to live our vision everyday and fulfill ourmission.

Over the year Educomp its affiliates and it leadership has won recognition fromseveral renowned institutions. We have received following awards this year which trulyattest 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 IndianEducation Awards 2016;

• Awarded for 'Best Education Initiative' for smartclass Pro by IndianEducation Awards 2016;

• Awarded for'Best Innovative Learning Tool for smartstem'

for smartstem by Indian Education Awards 2016;

• Mr. Shantanu Prakash felicitated with Education Entrepreneurship LeadershipAward 2016;

• Award for 'Most Promising Brand for Digital Learning' at the 2016 LeadersAwards.

32. CORPORATE GOVERNANCE

The Company has always been committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements as set out by StatutoryBodies. As committed to good corporate governance practices your company fully conform tostandards set out by SEBI and other regulatory authorities and has implemented andcomplied with all of its major stipulations. As per Regulation 34(3) read with Schedule Vof the Listing Regulations 2015 a detailed report on Corporate Governance along with theCertificate from M/s Sanjay Grover & Associates Company Secretaries confirmingcompliance with conditions of Corporate Governance as stipulated under Part C of ScheduleV 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 ofConduct for all the Board members of the Company and Senior Management Personnel as welland the same has been posted on Website of the Company which can be access by thefollowing link http://www.educomp.com/content/code-conduct. Annual Compliance Report forthe year ended 31st March 2016 has been received from all the Board members and seniormanagement of the Company regarding the compliance of all the provisions of Code ofConduct. Declaration regarding compliance by Board members and senior management personnelwith the Company's Code of Conduct are hereby attached as 'Annexure - VI' to thisreport.

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 andcomplexity of its operations. The Company has appointed M/s Rajnish & AssociatesChartered Accountants and M/s. Mazars Chartered Accountants as the Joint InternalAuditors of the Company to maintain its objectivity and independence the Internal Auditorreports to the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of theinternal control system in the Company it compliance with operating systems accountingprocedures and policies of the Company and its subsidiaries. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations and correctiveactions thereon are presented to the Audit Committee.

36. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration 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 inrespect of remuneration or commission received from any holding or subsidiary company ofcompany by any Managing Director or Whole Time Director who is also in receipt ofcommission 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 withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 or any statutory modification or amendment in these Rules astatement showing the name of top ten employees in terms of Remuneration drawn forms partof the Report and annexed to this report as Annexure IX. Further there was noemployee in the Company who drawn the remuneration in excess of the limits set out in thesaid 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 offraud misfeasance or irregularity detected and reported in the Company during theFinancial 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 Companyinter alia administers and monitors the Employees' Stock Option Schemes of the Company inaccordance with the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 (erstwhile Securities and Exchange Board of India (Employee Stock OptionScheme 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 Schemeshave been uploaded on the website of the Company and can be accessed through the linkhttp://www.educomp.com/content/employee- stock-option-schemes. There is no material changein the ESOP schemes of the Company during the year. The Certificate from Auditorsconfirming that schemes have been implemented in accordance with the SEBI Guidelines willbe placed at the forthcoming Annual General Meeting of the Company before the members anda copy of the same shall be available for inspection at the registered office of theCompany.

39. DISCLOSURE PURSUANT TO REGULATION 39 OF THE LISTING REGULATIONS 2015

Details pursuant to Regulation 39 of the Listing Regulations 2015 are given inCorporate Governance Report annexed herewith

40. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of loans guarantees given security provided and investments madeduring the year as per Section 186 of the Companies Act 2013 form part of the notes andschedules 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 /Tribunalwhich 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 (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace 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 hasbeen reported during the year under review.

43. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the Co-operation andsupport received from the Government and Semi-Government agencies.

Your Directors are also thankful to all the bankers and financial institutions fortheir support to the Company. The Board places on record its appreciation for continuedsupport provided by the esteemed customers suppliers consultants and shareholders.

The directors also acknowledge the hard work dedication and commitment of theemployees of the Company and its subsidiaries. The enthusiasm and unstinting efforts ofthe employees have enabled the Company to continue being a leading player in the Educationfield.

For and on Behalf of the Board of Directors
Educomp Solutions Limited
Sd/- Sd/-
(Shantanu Prakash) Vinod Kumar Dandona
Date : August 12 2016 Managing Director Whole-time Director
Place : Gurgaon Haryana DIN:00983057 DIN:06730804