You are here » Home » Companies » Company Overview » MT Educare Ltd

MT Educare Ltd.

BSE: 534312 Sector: Others
BSE 00:00 | 22 Feb 59.10 1.50






NSE 00:00 | 22 Feb 59.35 2.05






OPEN 59.00
VOLUME 15773
52-Week high 75.00
52-Week low 39.50
Mkt Cap.(Rs cr) 427
Buy Price 58.25
Buy Qty 22.00
Sell Price 61.00
Sell Qty 2.00
OPEN 59.00
CLOSE 57.60
VOLUME 15773
52-Week high 75.00
52-Week low 39.50
Mkt Cap.(Rs cr) 427
Buy Price 58.25
Buy Qty 22.00
Sell Price 61.00
Sell Qty 2.00

MT Educare Ltd. (MTEDUCARE) - Director Report

Company director report


The Members of

MT Educare Limited

Your Directors take pleasure in presenting the Twelfth Annual Report of the Companytogether with Audited Financial Statements for the year ended March 31 2018. 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.


Pursuant to Section 134 of the Companies Act 2013 (‘the Act’) in relationto the Audited Financial Statements for the Financial Year 2017-2018 your Directorsconfirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as atMarch 31 2018 and the Statement of Profit & Loss for the year ended on that datehave been prepared on a going concern basis following applicable Indian accountingstandards and that 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 affairs of the Company as atMarch 31 2018 and of the loss of the Company for the year ended on that date:

c) Proper and sufficientcare 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 effectively; and

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


The Financial performance of your Company for the year ended March 31 2018 issummarized below:

(Rs. in lakhs)

Standalone – Year ended Consolidated – Year ended
Particulars March 31 2018 March 31 2017 March 31 2018 March 31 2017
Revenue from Operations 18111.00 25256.70 22262.41 30461.06
Other Income 1441.84 1296.31 1450.10 1342.04
Total Income 19552.84 26553.01 23712.51 31803.10
Total Expenses 34355.57 23318.66 39448.74 27408.41
Operating Profit/Loss (14802.73) 3234.35 (15736.23) 4394.69
Less: Finance Cost 2054.64 1346.68 2297.90 1435.46
Less: Depreciation 1860.98 1729.01 2136.34 1884.38
Profit/ (Loss) before Tax (18718.35) 158.66 (20170.47) 1074.85
Tax expense (6571.32) 156.87 (6987.91) 490.89
Profit/Loss after Tax (12147.03) 1.79 (13182.56) 583.96
Balance carried To Balance Sheet (12147.03) 1.79 (13182.56) 583.96
Other comprehensive income carried to balance sheet 6.68 6.98 6.96 13.11

There have been no material changes and commitments that have occurred after close ofthe financial year till the date of this report which affect the financial position ofthe Company. 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 . andworkingeffectivelyduringfinancial year 2017-18


In view of losses incurred during the year and to conserve the resources yourDirectors do not recommend dividend for the year under review.


With the objective of GREAT – Global Reach in Education and Training your companyis committed to take Education to every home across India. ‘Teachers + technology =Toppers’ has been our ethos. Digital content for learning teaching and assessmentsalong with innovative pedagogy has been the hallmark of our exceptional academic laurelsyear after year.

Your company is truly a national player with multi-city presence and a diverse productportfolio standing a class apart due to technology enabled business processes digitalcontent delivery and 24 x 7 online support for the courses offered.

Company has registered Standalone Revenue of ` 18111.00 Lakh in FY18 compared to `25256.70 Lakh in FY17. Operating EBITDA stood at ` (14802.73) Lakh in FY18 compared to` 3234.35 Lakh in FY17 . PBT stood at ` (18718.35) Lakh in FY18 compared to `158.66 Lakh in FY17. PAT stood at ` (12147.03) Lakhs in FY18 compared to ` 1.79 Lakh inFY17

Company has registered Consolidated Revenue of ` 22262.41 Lakh in FY18compared to ` 30461.06 Lakh in FY17. Operating EBITDA stood at ` (15736.23) Lakh inFY18 compared to ` 4394.69 Lakh in FY17. PBT stood at ` (20170.47) Lakh in FY18compared to ` 1074.85 Lakh in FY17 .PAT stood at ` (13182.56) Lakh in FY18 compared to` 583.96 Lakh in FY17.

These are simply moving few steps behind for taking a huge leap forward. Company ispoised to march ahead with lan in achieving our objectives of empowering the youth ofIndia with world-class coaching & training facilities. Company shall continue toattain pioneering outcomes in the field of education by surmounting all odds and ensurethat ‘SYNERGY BRINGS NEW ENERGY’.


During the year under review your Company had allotted 31964200 Equity Shares of `10/- each issued at ` 62.57 including a premium of ` 52.57/- to M/s Zee Learn Limited on apreferential basis on March 27 2018.

This has resulted an increase in the paid-up equity share capital of the Company from `398207840 to ` 717849840 comprising of 71784984 equity shares of ` 10/- each.


Zee Learn Ltd. has acquired a controlling stake of 44.53% in MT Educare Ltd byinvesting ` 200 crores in the Company. Indeed this synergy shall bring in new energy &zeal in the Company. The Board of Directors at its meeting held on March 27 2018 hadaccorded its approval to issue 31964200 Equity Shares on preferential basis to M/s ZeeLearn Ltd. for an aggregate amount of ` 200 crores (` 2000000000).

M/s. Zee Learn Ltd. ("Acquirer") along with Sprit Infrapower andMultiventures Private Ltd (formerly known as Sprit Textiles Pvt. Ltd.) pursuant toRegulations 3(1) and 4 of the SEBI SAST Regulations 2011 made a Public Announcement forOpen Cash Offer to the shareholders of the company to acquire up to 18664096 fullypaid-up equity shares of ` 10/- each at a price of ` 72.76 per fully paid up equity sharepayable in cash.

Swift growth in the market requires significant. Zee Learn Ltd. shall bring this muchrequired expertise with the help of their extensively penetrated network and very strongmanagement team. The unparalleled scale that Company has accomplished (in this extremelyfragmented coaching class segment of Education sector) over the past many years shallfurther be catapulted by this collaboration Company’s mantra of ‘Padhe ChaloBadhe Chalo’ along with the veracious management team of Zee Learn Ltd. shall ensurethat Company transform the education landscape of country in the years to come.


The Company implemented the Employee Stock Options Scheme "ESOP 2016" and"MT EDUCARE LTD ESOP 2018" in accordance with the Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014. In accordance with ESOP 2016Out of 8 00000 options 731000 options were granted and surrendered in the previousfinancial year. During the current financial year 738450 options were granted onDecember 18 2017.

The Nomination & Remuneration Committee and the Board of Directors of the Companyapproved and recommended the MT Educare Limited Employee Stock Option Scheme 2018 throughresolutions passed at its meeting held on February 14 2018 which was approved bythe members at the Extra-ordinary General Meeting held on March 12 2018. Further themembers approved an increase in the number of Stock Options equivalent to 5% of theexpanded post preferential allotment Issued Subscribed and Paid-up Share Capital of theCompany which is 3589249 Stock Options (5% of 71784984 Equity Shares of ` 10/-each).

The applicable disclosures as stipulated under the said Regulations as at March 312018 are provided in note no. 34 of (Standalone) financial statement.


As at March 31 2018 your Company had six subsidiaries namely MT Education ServicesPvt. Ltd. Lakshya Educare Pvt. Ltd. Chitale’s Personalised Learning Pvt. Ltd. SriGayatri Educational Services Pvt. Ltd. Robomate Edutech Pvt. Ltd. Letspaper TechnologiesPvt. Ltd.

During the year under review Lakshya Forum For Competitions Pvt. Ltd. has ceased to bea subsidiary of the Company on account of Amalgamation with Lakshya Educare Pvt. Ltd. videNCLT order dated August 17 2017. 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 Ind AS-110 Consolidated Financial statements read with Ind AS-28Investment in Associates & joint ventures and Ind AS-31 Interests in Joint Venturesthe audited Consolidated Financial Statements are provided in and forms part of thisAnnual 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 These documents will also be available for inspectionduring business hours at the Registered Office of the Company.


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 by the Governance along with Compliance Certificate Statutory Auditors of theCompany is attached and forms an integral part of this Annual Report. All Board membersand senior management personnel have affirmed compliance with the Code of Conduct for theyear 2017-18. A declaration to this effect signed by the Chairman and Managing Director ofthe Company is contained in this Annual Report. The Chairman and Managing Director andChief Financial Officer have certified to the Board with regard to the financialstatements and other matters as required under Regulation 17(8) of the in this ListingRegulations and the said certificate Annual Report. Management Discussion and AnalysisReport as per Listing Regulations are presented in separate sections forming part of theAnnual Report.

In compliance with the requirements of Section 178 of the Companies Act 2013 theNomination and 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 whereofis 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 andSenior 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 Additionally Directors FamiliarisationProgramme and Terms and Conditions for appointment of Independent Directors can be viewedon Company’s corporate website


In compliance with requirements of Section 135 read with Schedule VII of the CompaniesAct 2013 your Company has constituted Corporate Social Responsibility Committeecomprising of 3 (Three) Directors i.e. Mr. Uday Lajmi Independent Director as ChairmanDr. Chhaya Shastri Non-Executive Director and Mr. Mahesh Shetty Executive Director asits Members.

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’)the Company has undertaken project of coaching 12363 students of Standard IX and 10558students of Standard X (English / Hindi / Marathi and Urdu medium) of 158 BMC Schoolsacross Mumbai. The projects are in accordance with Schedule VII of the Companies Act 2013and the Company’s CSR policy. The Company has been conducting Free Grade ImprovementClasses for students of Standard X with a vision to achieve 100% results in BMC schoolssince last 8 years and over the years the Company has coached approximately 75000under-privileged children. Under this project we mentor guide and coach the students ofStandard IX and X encouraging them to pursue qualitative education and lead a dignifiedlife.

The Report on CSR Activities as required under Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out in Annexure 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.


Your Board currently comprises of 6 Directors including 3 (three)Non-Executive-Independent Directors 2 (two) other Non-Executive Directors and 1 (one)Executive Director. Independent Directors provide their declarations both at the time ofappointment and annually confirming that they meet the criteria of independence asprescribed under Companies Act 2013 and Listing Regulations. During FY 2017-2018 yourBoard met 6 (six) times details of which are available in Corporate Governance Reportannexed to this report.

Mr. Mahesh Shetty Chairman and Managing Director is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible he has offered himself forre-appointment. Your Board recommends his re-appointment with all his earlier terms andconditions of appointment remaining same. A resolution to the effect is placed in theNotice for the ensuing Annual General Meeting for consideration / approval of the membersfor your consideration and approval.

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

Name of the KMP Appointment / Resignation/ No change With effect from
Mr. Mahesh R. Shetty Chairman and Managing Director No Change N.A.
Mr. Sanjay Sethi Chief Financial Officer Resignation May 312017 (Close of the business hour)
Mr. Sandesh Naik Chief Financial Officer Appointment November 30 2017
Mr. Dinesh Darji Company Secretary Resignation November 30 2017 (Close of the business hour)
Mr. Raju Bamane Company Secretary Appointment November 30 2017
Mr. Raju Bamane Company Secretary Resignation February 232018 (Close of the business hour)

Subsequent to resignation of Mr. Raju Bamane as the Company secretary & Complianceofficer w.e.f February 23 2018 Mr. Sandesh Naik Chief Financial Officer was appointedas the Compliance officer of the Company at the Board Meeting of the Company held on May292018.

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.


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 effectiveness of board processeseffectiveness of flow of information contributions from each Directors etc.


In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board had constituted various Board Committees including Audit Committee Nominationand 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. 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.


The Statutory Auditors M/s. MSKA & Associates Chartered Accountants Mumbai (FirmRegistration No. 105047W) (formerly known as M/s. MZSK & Associates) were appointed atthe tenth Annual General Meeting (‘AGM’) of the Company held on September 282016. Accordingly M/s. MSKA & Associates Chartered Accountants shall hold officefrom the conclusion of tenth AGM for a term of consecutive fiveyears till conclusion offifteenth AGM which shall be subject to the ratification of their appointment by themembers at every AGM.

Your Company has received confirmation from the Auditors to the effect that theirappointment with the limits specified under the Companies Act 2013 and the firmsatisfies the criteria specified in Section 141 of the Companies Act 2013 read with Rule4 of the Companies (Audit & Auditors) Rules 2014.

In accordance with Section 139 of the Companies Amendment Act 2017 notified w.e.f May7 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting. Hence M/s. MSKA &Associates shall continue as Statutory Auditors for the remaining period of the term untilthe conclusion of fifteenth Annual General Meeting of the Company. Though as a goodcorporate governance practice we have placed the resolution of ratification of statutoryauditors M/s. MSKA & Associates for the period from tenth Annual General Meeting(‘AGM’) to fifteenth Annual General Meeting (‘AGM’) for the approvalof members which form part of notice annexed to the Annual Report.


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 year2018-19.


During the year Secretarial Audit was carried out by M/s. Manish Ghia &Associates Company Secretaries Mumbai in compliance with Section 204 of the CompaniesAct 2013.

The reports of Statutory Auditor Cost Auditor and Secretarial Auditor do not containany qualification reservation or adverse remarks. The reports of Statutory AuditorSecretarial Auditor forming part of this Annual report. During the year the StatutoryAuditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3) (ca) of the Act.

DISCLOSURES or material orders were passed by

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. 12 to the StandaloneFinancial 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 efficient 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 with reference to financial statements. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.

v. Deposits:

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

vi. 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.

vii. 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.

viii. Regulatory Orders: the No significant regulators or courts or tribunals whichimpact the going concern status and Company’s operations in future.

ix. 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 differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOP referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company receivedany remuneration or commission from any of its subsidiaries.


• Conservation 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 ` 27.68 Lakhs Foreign Exchange Earnings and the ForeignExchange outgo stood at ` 25.63 Lakhs.


The information required under Section 197 (12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors’ Report for the year ended March 31 2018.

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. Details of remuneration of Top 10 employees will beprovided to the shareholders upon a receipt of written request duly signed at theRegistered Office of the Company. The above referred Annexure is also available forinspection by members at the Registered Office of the Company for a period of 21 daysbefore the ensuing 12th AGM and up to the date of the AGM between 11.00 a.m. and 1.00 p.m.on all working days (except Saturday and Public Holidays).

None of the employee listed in 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


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.


Statements in the Board’s Report and the Management Discussion and Analysisdescribing the Company’s objectives projections estimates and expectations mayconstitute ‘forward looking statements’ within the meaning of applicable lawsand regulations. Actual results may differ materially from those either expressed orimplied. Important factors that could affect the company’s operations includesignificant and / or economic environment in India tax laws litigations interest andother costs.

For and on behalf of the Board
Mahesh Shetty Naarayanan Iyer
Chairman and Managing Director Director
DIN: 01526975 DIN: 00295246
Place: Mumbai
Date: June 05 2018


(Rs. in lakhs)
Name of the Subsidiary Sri Gayatri Educational Services Pvt. Ltd. Robomate Edutech Pvt. Ltd. Letspaper Technologies Pvt. Ltd.
Share capital 1.00 1.00 1.00
Reserves & surplus (2.89) (0.75) (0.55)
Total assets 3.28 2.16 0.70
Total Liabilities 5.17 1.91 0.25
Investments 0.00 0.00 0.00
Turnover 0.00 0.00 0.00
Profit before taxation (1.31) (0.50) (0.30)
Tax expense 0.00 0.00 0.00
Profit after taxation (1.31) (0.50) (0.30)
Proposed Dividend 0.00 0.00 0.00
% of shareholding 75% 100% 100%


(Rs. in lakhs)
Name of the Subsidiary Chitale’s Personalised Learning Pvt.Ltd. MT Education Services Pvt.Ltd. Lakshya Educare PvtLtd.
Share capital 12.24 1.00 2.00
Reserves & surplus (138.90) 100.54 (501.26)
Total assets 422.02 229.72 4706.45
Total Liabilities 548.68 128.18 5205.71
Investments 0.00 0.00 0.00
Turnover 373.78 138.32 3959.03
Profit before taxation (367.63) 57.94 (1140.31)
Tax expense (99.72) 14.33 (331.21)
Profit after taxation (267.91) 43.61 (809.10)
Proposed Dividend 0.00 0.00 0.00
% of shareholding 100% 100% 100%

The Company does not have any Associate/Joint Venture.

For and on behalf of the Board
Mahesh Shetty Naarayanan Iyer
Place: Mumbai Chairman and Managing Director Director
Date: June 05 2018 DIN: 01526975 DIN: 00295246