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MT Educare Ltd.

BSE: 534312 Sector: Others
NSE: MTEDUCARE ISIN Code: INE472M01018
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OPEN 9.66
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VOLUME 78184
52-Week high 15.20
52-Week low 6.22
P/E
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 9.66
CLOSE 9.51
VOLUME 78184
52-Week high 15.20
52-Week low 6.22
P/E
Mkt Cap.(Rs cr) 65
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MT Educare Ltd. (MTEDUCARE) - Director Report

Company director report

To

The Members of MT Educare Limited

Your Directors take pleasure in presenting the Fourteenth Annual Report of the Companytogether with Audited Financial Statements for the year ended March 31 2020. This reportstates compliance as per the requirements of the Companies' Act 2013 ("theAct") the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and other rules andregulations as applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 (‘the Act') in relation to theAudited Financial Statements for the Financial Year 2019-2020 your Directors confirmthat:

a) The Financial Statements of the Company - comprising of the Balance Sheet as atMarch 31 2020 and the Statement of Profit & Loss for the year ended on that datehave been prepared on a going concern basis following applicable accounting standards andthat no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments andestimates related to these financial statements have been made on a prudent and reasonablebasis so as to give a true and fair view of the state of a3airs of the Company as atMarch 31 2020 and of the profit of the Company for the year ended on that date

c) Proper and su3cient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 to safeguard theassets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite internal financial controls to be followed by the Company were laid downand that such internal financial controls are adequate and operating e3ectively; and

e) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating e3ectively.

FINANCIAL PERFORMANCE

The Financial performance of your Company for the year ended March 31 2020 issummarized below:

(Rs. in lakhs)

Particulars Standalone - Year ended

Consolidated - Year ended

March 31 2020 March 31 2019 March 31 2020 March 31 2019
Revenue from Operations 14668.23 18200.31 20516.47 22856.12
Other Income 2133.69 1965.00 2626.19 2078.88
Total Income 16801.92 20165.31 23142.66 24935.00
Total Expenses 12682.96 16185.74 17219.38 20007.19
Operating Profit/Loss 4118.96 3979.57 5923.28 4927.81
Less: Finance Cost 1981.50 1632.05 2403.24 1977.15
Less: Depreciation 3722.49 1433.61 4287.99 1813.09
Profit/ (Loss) before Tax (4699.68) 913.91 (3882.60) 1137.57
Tax expense 530.32 183.46 710.78 225.50
Profit/Loss after Tax (5230.00) 730.45 (4593.38) 912.07
Less : Appropriations 0.00 0.00 0.00 0.00
Transferred to Debenture Redemption Reserve 0.00 0.00 0.00 0.00
Interim Equity Dividend 0.00 0.00 0.00 0.00
Tax on Interim Equity Dividend 0.00 0.00 0.00 0.00
Balance carried To Balance Sheet (5230.00) 730.45 (4593.38) 912.07
Other comprehensive income carried to balance sheet (46.74) 9.95 (35.89) 32.11

There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which a3ect the financial position of theCompany. Based on the internal financial control framework and compliance systemsestablished in the Company the work performed by Statutory Internal SecretarialAuditors and reviews performed by the management and/or relevant Audit and otherCommittees of the Board your Board is of the opinion that the Company's internalfinancial controls were adequate and working e3ectively during financial year 2019-20.

DIVIDEND

In order to conserve the resources for future growth of the Company your Directors donot recommend dividend for the year under review.

BUSINESS OVERVIEW

Overall economic slowdown also impacted our business of the Company this year and dueto uncertainty with the current situation Management is unable to comment for the impacton business in the coming days however the Management is still working with the objectiveof GREAT – Global Reach in Education and Training and your company is committed totake Education to every home across India. ‘Teachers + technology = Toppers' has beenour ethos. Digital content for learning teaching and assessments along with innovativepedagogy has been the hallmark of our exceptional academic laurels year after year.

We further would like to highlight that your company is truly a national player withmulti-city presence and a diverse product portfolio standing a class apart due totechnology enabled business processes digital content delivery and 24 x 7 online supportfor the courses o3ered.

Company has registered Standalone Revenue of Rs.14668.23 Lakhs in FY20 compared toRs.18200.31Lakhs in FY19. Operating EBITDA stood at Rs.4118.96 Lakhs in FY20 comparedto Rs.3979.57 Lakhs in FY19 . PBT stood at Rs.(4699.68)Lakhs in FY20 compared toRs.913.91Lakhs in FY19. PAT stood at Rs.(5230.00) Lakhs in FY20 compared toRs.730.45Lakhs in FY19. Company has registered Consolidated Revenue of Rs. 20516.47 Lakhsin FY20 compared to Rs.22856.12 Lakhs in FY19. Operating EBITDA stood at Rs.5923.28Lakhs in FY20 compared to Rs.4927.81 Lakhs in FY19. PBT stood at Rs (3882.60) LakhsinFY20 compared to Rs.1137.57 Lakhs in FY19.PAT stood at Rs.(4593.38)Lakhs in FY20compared to Rs.912.07 Lakhsin FY19. SHARE CAPITAL

During the year under review there have been no increase in the Share Capital of theCompany and current paid up share capital of the Company is Rs.722280540 comprising of72228054 equity shares of Re. 10/- each.

EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employee Stock Options

Scheme "ESOP 2016" and "MT EDUCARE LTD ESOP 2018" in accordancewith the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014. In accordance with ESOP 2016 Out of 800000 options 738 450 optionswere granted on December 18 2017. During the current financial year no options werevested.

The applicable disclosures as stipulated under the said Regulations as at March 312020 are provided in note no. 35 of (Standalone) financial statement.

SUBSIDIARY COMPANY

As at March 31 2020 your company had seven subsidiaries namely MT EducationServices Pvt. Ltd. Lakshya Forrum For Competitions Pvt. Ltd. (formerly known as LakshyaEducare Pvt Ltd) Chitale's Personalised Learning Pvt. Ltd. Sri Gayatri EducationalServices Pvt. Ltd. Robomate Edutech Pvt. Ltd. Letspaper Technologies Pvt. Ltd and LabhVentures India Pvt Ltd. The Company does not have any associate or joint venturecompanies.

In compliance with Section 129 of the Companies Act 2013 a statement containingrequisite details including financial highlights of the operations of all subsidiaries isannexed to this report.

In accordance with Indian Accounting Standard AS - 110 Consolidated FinancialStatements read with Indian Accounting Standard AS - 28 Accounting for Investments inAssociates and Indian Accounting Standard - 111 Financial Reporting of Interests in JointVentures the audited Consolidated Financial Statements are provided in and forms part ofthis Annual Report as per Ind As format.

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 accounts of each of the subsidiaries are available on the website ofthe Company www.mteducare.com. These documents will also be available for inspectionduring business hours at the Registered O3ce of the Company.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned inListing Regulations. In terms of Schedule V of Listing Regulations a detailed report onCorporate Governance along with Compliance Certificate issued by the Statutory Auditors ofthe Company is attached and forms an integral part of this Annual Report. All Boardmembers and senior management personnel have a3rmed compliance with the Code of Conductfor the year 2019-20. A declaration to this e3ect signed by the Whole Time Director of thecompany is contained in this Annual Report. The Whole Time Director and Chief FinancialO3cer have certified to the Board with regard to the financial statements and othermatters as required under Regulation 17(8) of the Listing Regulations and the saidcertificate is contained in this Annual Report. Management Discussion and Analysis Reportas per Listing Regulations are presented in separate sections forming part of the AnnualReport.

In compliance with the requirements of Section 178 of the Companies Act 2013 theNomination & Remuneration Committee of your Board had fixed various criteria fornominating a person on the Board which inter alia include desired size and composition ofthe Board age limits qualification / experience areas of expertise and independence ofindividual. Your Company has also adopted a Remuneration Policy salient features where ofis annexed to this report.

In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board has approved various Policies including Code of Conduct for Directors &Senior Management Material Subsidiary Policy Insider Trading Code Document PreservationPolicy Material Event Determination and Disclosure Policy Fair Disclosure PolicyWhistle Blower and Vigil Mechanism Policy Related Party Transaction Policy andRemuneration Policy. All these policies and codes have been uploaded on Company'scorporate website www.mteducare. com. Additionally Directors Familiarisation Programmeand Terms and Conditions for appointment of Independent Directors can be viewed onCompany's corporate website www. mteducare.com.

CORPORATE SOCIAL RESPONSIBILITY

As on April 01 2019 the Corporate Social Responsibility Committee comprised of Dr.Manish Agarwal Independent Director as Chairman Dr. Sangeeta Pandit IndependentDirector and Mr. Himanshu Mody Non-executive Director as members of the Committee.Subsequently on w.e.f October 03 2019 the Corporate Social Responsibility Committee wasreconstituted by induction of Mr. Roshanlal Kamboj Independent Director as Member Dr.Manish Agarwal Independent Director as Chairman Mr. Himanshu Mody Non-executiveDirector as Member of the Committee. FurtherMs. Sangeeta Pandit Independent Directorceased to be the members of the Corporate Social Responsibility Committee w.e.f theclosing hours of October 01 2019.

Further w.e.f January 28 2020 the Corporate Social Responsibility Committee wasreconstituted by induction of Dr. DattatrayaKelkar Independent Director as Member Dr.Manish Agarwal Independent Director as Chairman and Mr. Roshanlal Kamboj IndependentDirector as Members to the Committee. Further Mr. Himanshu Mody Non-executive Directorceased to be the members of the Corporate Social Responsibility Committee w.e.f theclosing hours of January 07 2020.

Further w.e.f March 31 2020 the Corporate Social Responsibility Committee wasreconstituted by induction of Ms. Nanette D'sa Independent Director as Member Dr. ManishAgarwal

Independent Director as Chairman Dr. DattatrayaKelkar Mr. Roshanlal KambojIndependent Director as Members to the Committee.

As at March 31 2020 in compliance with requirements of Section 135 read with ScheduleVII of the Companies Act 2013 the Corporate Social Responsibility Committee comprises ofDr. Manish Agarwal Independent Director as Chairman Dr. DattatrayaKelkar IndependentDirector Mr. Roshanlal Kamboj Independent Director and Ms. Nanette D'sa IndependentDirector as members of the Committee.

The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board a Corporate Social Responsibility Policy indicating theactivities to be undertaken by the Company monitoring the implementation of the frameworkof the CSR Policy and recommending the amount to be spent on CSR activities.

As part of its initiative under the Corporate Social Responsibility (‘CSR') ouraim is to help students to pursue a dignified life. We not only mentor and coach studentsaccording to the syllabus to attain 100% results but also encourage and guide themtowards quality education. We focus on Maths Science and English although other subjectsare also taken up as per the school requirements. We give monthly tests for assessment ofwhat has been taught. Motivation and counselling lectures are conducted with regular doubtsolving sessions to help the students improve their scores. Parent and teacher meeting isheld to keep the parents in loop with the students' progress and help them support theirchild for better academic performance. Special batches for weak students are heldseparately for remedial lectures. Weak students are also helped with special lecturesthrough Robomate+ App. Question Bank of every chapter of all subjects is given to studentsso that they can practice and improve their grades.

The Report on CSR Activities as required under Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out as Annexure 3 forming part of this Report.Apart from the CSR Activities under the Companies Act 2013 the Company continues tovoluntarily support the following social initiatives/ NGO's like (a) Aasara (b)AmchaGhar (c) Justice Chainani Old Age Home etc. to name a few.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on recommendation of the Nomination and Remuneration Committee the Board ofDirectors at the meeting held on September26 2019 had approved the appointment of Mr.Roshanlal Kamboj as a Non-Executive Independent Director of the Company and Mr. SanjeevGarg as an Executive Whole Time Director and CEO of the Company. Further Mr. Ajey Kumarresigned from Board of the Company w.e.f the closing hours of September 26 2019.

Mr. Dinesh Bhutra and Mr. Ravindra Ashok Mishra was inducted as Chief Financial O3cerand Company Secretary on the Board of the Company w.e.f November 14 2019and November 152019 respectively. Further Mr. Sandesh Naik and Mr. Mandar Chavan had resigned from thepost of Chief Financial O3cer and Company Secretary w.e.f 14th November 2019 and 13thNovember 2019 respectively. FurtherMr. DattatrayaKelkar was appointed as a Non-ExecutiveIndependent Director of the Company w.e.f 30th December 2019.

Mr. Himanshu Mody and Mr. Sanjeev Garg had resigned from the post of Non-Executive Non-Independent Director and Whole Time Director as well as CEO of the Company w.e.f January07 2020 and January 10 2020 respectively. Further Mr. Dinesh

Changes in the Key Managerial Personnel (KMP) during the year:

Bhutra had resigned from the post of Chief Financial O3cer of the Company w.e.f 06thMarch 2020 and Ms. Nanette D'sawas appointed as a Non-Executive Independent Director ofthe Company w.ef 31st March 2020.

Your Board currently comprises of 6 Directors including 4 (Four)Non-Executive-Independent Directors 2 (Two) Executive Director. Independent Directorsprovide their declarations both at the time of appointment and annually confirming thatthey meet the criteria of independence as prescribed under Companies Act 2013 and ListingRegulations. During FY 2019-2020 your Board met 6 (Six) times details of which areavailable in Corporate Governance Report annexed to this report.

Name of the KMP Appointment / Resignation / No change With effect from
Mr. Mahesh Shetty No Change August 19 2006 (Resigned w.e.f April 13th 2020)
Mr. Debshankar Mukhopadhyay No Change August 09 2018 (Resigned w.e.f April 23rd 2020)
Mr. Dinesh Bhutra Appointed as Chief Financial Officer November 14 2019 (Resigned w.e.f March 06 2020)
Mr. Ravindra Mishra Appointed as Company Secretary November 15 2019
Mr. Sandesh Naik Chief Financial Officer Resigned as Chief Financial Officer November14 2019
Mr. Mandar Chavan Resigned as Company Secretary November 13 2019

The information as required to be disclosed under the Listing Regulations in case ofre-appointment of the director is provided in Report on Corporate Governance annexed tothis report and in the notice of the ensuing Annual General Meeting.

The disclosure in pursuance of Schedule V to the Companies Act 2013 and SEBI ListingRegulation pertaining to the remuneration incentives etc. to the Directors is given inthe Corporate Governance Report.

BOARD EVALUATION

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated. Based on such report of the meeting of Independent Directors and taking intoaccount the views of directors the Board had evaluated its performance on variousparameters such as Board composition and structure e3ectiveness of board processese3ectiveness of flow of information contributions from each Directors etc.

BOARD COMMITTEES

In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board had constituted various Board Committees including Audit Committee Nomination& Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee. Details of the constitution of these Committees which are inaccordance with regulatory requirements have been uploaded on the website of the Companyviz. www.mteducare.com. Details of scope constitution terms of reference number ofmeetings held during the year under review along with attendance of Committee Memberstherein form part of the Corporate Governance Report annexed to this report.

AUDITORS

M/s. MSKA & Associates Chartered Accountants (Firm Registration No. 105047W)Statutory Auditors of the Company resigned from the o3ce of Statutory Auditors of theCompany Your Board of Directors at their meeting held on September 25th 2020 recommendedappointment of M/s. MGB & Co. LLP Chartered Accountants Mumbai (Firm RegistrationNo. 101169W/W-100035) to fill the Casual Vacancy M/s. MGB & Co LLP CharteredAccountants (Firm Registration No. 101169W/W-100035) were appointed as statutory auditorsof the company w.e.f November 09th 2020 to fill the casual vacancy caused by theresignation of Existing Auditor of the Company M/s MSKA & Associates to hold the o3ceof the Statutory Auditor of the Company till the Conclusions of the 14th AGM.Accordinglyas per the said requirements of the Act M/s. MGB & Co. LLP Chartered Accountants(Firm Registration No. 101169W/W-100035) is proposed to be appointed as statutory auditorsof the company for a period of 5 years commencing from the conclusion of 14th AGM tillthe conclusion of the 19th AGM. M/s. MGB & Co. LLP Chartered Accountants haveconsented to the said appointment and confirmed that their appointment if made would bewithin the limits specified under Section 141(3)(g) of the Act.

They have further confirmed that they are not disqualified to be appointed as statutoryauditors in terms of the provisions of the proviso to Section 139(1) Section 141(2) andSection 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules2014.

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments some of the Qualificationsshared by Auditor is as under (Standalone as well as Consolidated):

Standalone:

1) The Company has recognized net deferred tax assets of Rs. 7791.25 Lakhs based onthe estimate that sufficient taxable profits would be available in future years againstwhich deferred tax asset can be utilized. In our opinion due to the uncertainty over theestimated profits for the future years arising out of the outbreak of COVID-19 and theexistence of unutilized tax losses available with the Company it is highly uncertain thatthe Company would have sufficient taxable profits in future against which deferred taxasset can be utilized. Accordingly we are unable to obtain sufficient appropriate auditevidence to corroborate Management's assessment of recognition of deferred tax assets asof March 31 2020. Had the deferred tax asset not been recognized the net the loss forthe year ended March 31 2020 and accumulated losses would have been higher by Rs.7791.25 Lakhs.

Reply: The management has made internal assessment and have projected Profit &Loss for next 5 years and are of view to have sufficient taxable profits to utilise theDTA.

2) The Company has not complied with the provisions of Regulation 33 of Securities andExchange Board of India (Listing Obligations and Disclosure Reguirements) Regulation 2015relating to the submission of the results for the quarter and year ended March 31 2020 toSecurities and Exchange Board of India (SEBI) within the stipulated time. Penalties onaccount of such non-compliances are presently not ascertainable and not provided for inthe books

of account. Consequently we are unable to comment on the impact ifany on thestandalone financial statements.

Reply: The Company has duly informed about delay in declaring of results and madethe payment asked by the exchange.

Consolidated:

1) The Group has recognized net deferred tax assets of Rs.

8.154.54 Lakhs based on the estimate that sufficient taxable profits would be availablein future years against which deferred tax asset can be utilized. In our opinion due touncertainty over the estimated profits for the future years arising out of the outbreak ofCOVID-19 and the existence of unutilized tax losses available with the Group it is highlyuncertain that the Group would have sufficient taxable profits in future against whichdeferred tax asset can be utilized. Accordingly we are unable to obtain sufficientappropriate audit evidence to corroborate Management's assessment of recognition ofdeferred tax assets as of March 31 2020. Had the deferred tax asset not been created thenet the loss for the year ended March 312020 and accumulated losses would have beenhigher by Rs. 8.154.54 Lakhs.

Reply: The management has made internal assessment and have projected Profit &Loss for next 5 years and are of view to have sufficient taxable profits to utilise theDTA.

2) The Company has not complied with the provisions of Regulation 33 of Securities andExchange Board of India (Listing Obligations and Disclosure Reguirements) Regulation 2015relating to the submission of the results for the quarter and year ended March 31 2020 toSecurities and Exchange Board of India (SEBI) within the stipulated time. Penalties onaccount of such non-compliances are presently not ascertainable and not provided for inthe books of account. Consequently we are unable to comment on the impact ifany on theconsolidated financial statements.

Reply: The Company has duly informed about delay in declaring of results and madethe payment asked by the exchange.

COST AUDITOR

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules amended rules 2014 the cost audit records maintained by theCompany in respect of its education services other than such similar services fallingunder philanthropy or as part of social spend which do not form part of any business isrequired to be Audited.

Your Directors had on the recommendation of the Audit Committee and on ratification ofits Members appointed M/s Joshi Apte &Associates Cost Accountants (Firm RegistrationNo 00240) for conduct of audit of the cost records of the Company for the financial year2020-21.

SECRETARIAL AUDITOR

During the year Secretarial Audit was carried out by M/s. R. Bhandari & CoCompany Secretaries Mumbai in compliance with Section 204 of the Companies Act 2013.

The Company had already taken such steps to ensure the Compliance with relatedregulations and accordingly informed the Exchanges from time to time. Theremarks/qualifications mentioned in the secretarial audit report is self-explanatory. Thereports of Statutory Auditor Secretarial Auditor forms part of this Annual report. Duringthe year the Statutory Auditors had not reported any matter under Section 143 (12) of theAct therefore no detail is required to be disclosed under Section 134 (3) (ca) of theAct.

DISCLOSURES

i. Particulars of loans guarantees and investments:

Particulars of loans guarantees and investments made by the Company required undersection 186 (4) of the Companies Act 2013 are contained in Note No. 5 6 12 and 17 to theStandalone Financial Statements.

ii. Transactions with Related Parties:

None of the transactions with related parties fall under the scope of Section 188(1) ofthe Act. Information on material transactions with related parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 in FormAOC-2 is annexed to this report.

iii. Risk Management:

The Company's approach to addressing business risks is comprehensive and includesperiodic review of such risks and a framework for mitigating controls and reportingmechanism of such risks.

iv. Internal Financial Controls:

Internal Financial Controls includes policies and procedures adopted by the company forensuring orderly and e3cient conduct of its business accuracy and completeness of theaccounting records and timely preparation of reliable financial information.

The Company has in place a proper and adequate Internal Financial Control System withreference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation was observed.

v. Prospects:

Prolonged lockdown of all business operations worldwide due to Covid-19 and itsaftermath in the form of liquidity crunch have impacted the economy severely bothdomestically and internationally. The working of the Company for the fiscal year 2020-21will be severely constrained. Nevertheless your Directors are reasonably optimistic ofriding the tide by innovative strategies and proactive focus on opportunities.

vi. Deposits:

Your Company has not accepted any public deposits under Chapter V of the Companies Act2013.

vii. Extract of Annual Return:

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Actread with Companies (Management & Administration) Rules 2014 is annexed to thisreport as Annexure -A.

viii. Sexual Harassment:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. During the year underreview no complaints on sexual harassment was received.

ix. Regulatory Orders:

No significant or material orders were passed by the regulators or courts or tribunalswhich impact the going concern status and Company's operations in future.

x. Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a) Issue of equity shares with di3erential rights as to dividend voting or otherwise.b) Issue of shares (including sweat equity shares) to employees of the Company under anyscheme save and except ESOP referred to in this Report. c) Neither the Managing Directornor the Whole-time Directors of the Company received any remuneration or commission fromany of its subsidiaries.

xi. Disclosure requirement:

As per SEBI Listing Regulations the Corporate Governance Report with the Auditors'Certificate thereon and the integrated Management Discussion and Analysis including theBusiness Responsibility Report are attached which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating e3ectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

• Conversion of Energy

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy have not been provided considering the nature of activitiesundertaken by the Company during the year under review.

• Technology absorption

During the year the Company has not absorbed or imported any technology.

• Foreign exchange earnings and outgoings

During the year there were no foreign Exchange earnings and outgoings during the yearunder review.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies Act 2013 read withCompanies (Amendment and remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors Report for the year ended March 31 2020.

The particulars of employees in compliance of provisions of Section 134(3)(q) read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed to this report. The above referred Annexure is also available forinspection by members at the Registered O3ce of the Company for a period of 21 daysbefore the ensuing 14th Annual General Meeting and up to the date of the AGM between 11.00a.m to 1.00 p.m. on all working days (except Saturday and Public Holidays).

None of the employee listed on the said Annexure is a relative of any Director of theCompany. None of the employee holds (by himself or along with his spouse and dependentchildren) more than two percent of the Equity Shares of the Company.

ACKNOWLEDGMENTS

Your Directors wish to express their appreciation for the assistance and co-operationreceived from the financial institutions banks Government authorities customersvendors and members during the year under review.

Your Directors also express their appreciation to all the visiting faculty lecturersand employees of MT Educare FAMILY for their hard work commitment dedicated services andcollective contribution.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion and Analysis describingthe company's objectives projections estimates and expectations may constitute‘forward looking statements' within the meaning of applicable laws and regulations.Actual results may di3er materially from those either expressed or implied. Importantfactors that could a3ect the company's operations include significant political and / oreconomic environment in India tax laws litigations interest and other costs.

For and on behalf of the Board
Arun Kumar Khetan Surender Singh
Whole-Time Director Non-Executive Director
DIN:02744522 DIN: 08206770
Place: Mumbai
Date: 25/11/2020

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