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Shanti Educational Initiatives Ltd.

BSE: 539921 Sector: Others
NSE: N.A. ISIN Code: INE440T01010
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OPEN 95.00
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VOLUME 100
52-Week high 176.00
52-Week low 95.00
P/E 73.08
Mkt Cap.(Rs cr) 153
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shanti Educational Initiatives Ltd. (SHANTIEDUCAT) - Director Report

Company director report

To

The Members

Shanti Educational Initiatives Limited.

Ahmedabad

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company " or "SEIL") along with the audited financialstatements for the financial year ended March 31 2020

FINANCIAL RESULTS:

The financial statements for the financial year ended March 31 2020 forming part ofthis Annual Report have been prepared in accordance with the Indian Accounting Standards(Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2019-20are provided below:

Rs in Lakhs

Particulars As on 31.03.2020 As on 31.03.2019
Sales/Income from operations 1241.46 1388.73
Other Income 244.39 110.97
Total Income 1485.84 1499.70
Operating expenditure 1361.7 1327.64
Depreciation 91.39 31.75
Total expenses 1453.09 1359.40
Profit Before Tax 32.75 140.30
Tax 26.10 26.00
Profit for the year 6.64 98.33
EPS
a) Basic 0.04 0.61
b) Diluted 0.04 0.61

STATE OF COMPANY 'S AFFAIRS AND PERFORMANCE OF THE COMPANY DURING THE YEAR:

Your Company 's total income for the year 2019-20 is Rs. 1485.84 Lakhs compared to lastyear's income of Rs. 1499.70 Lakhs. The Profit before Tax (after depreciation) during theyear under review is Rs. 32.75 Lakhs as compared to previous year's figure of Rs. 140.30 Lakhs.Your Company has earned Net Profit of Rs. 6.64 lakhs against the Net Profit of Rs. 98.33lakhs during the previous year. Your Company expects to achieve better performance duringthe current year.

DIVIDEND:

To conserve the present resources for better future of the Company your Directors arenot recommending any dividend for the financial year ended on 31st March 2020.

THE WEB ADDRESS WHERE ANNUAL RETURN HAS BEEN PLACED:

The annual return of the Company for the year ended 31st March 2020 along with all theannexures has been placed on the website of the Company www.sei.edu.in

GLOBAL HEALTH PANDEMIC FROM COVID-19:

The World Health Organization (WHO) declared COVID-19 a global pandemic on March 2020and the Ministry of Home affairs government of India on March 24 2020 notified the firstever nationwide lockdown in India to control the outbreak of Covid-19 consequentlyoperations of the Company were shut down completely in the due course of time the Companyreceived approval from the concerned authorities of the State of Gujarat to resume itsoperation on April 11 2020 and with complying of Covid-19 guidelines the Company resumedoperations with a limited workforce. The Company has taken various initiatives towardsfinancial medical and community support in the fight against Covid-19 pandemic as under;

• Chiripal Group contributed with Rs. 1 crore to Gujarat CM Relief Fund to fightCovid- 19 pandemic.

• We have sanitized the surrounding villages.

• The Chiripal Group has supported 50000 plus people with sanitizers and soaps.

• The Company supplied food grains to 2500 plus families.

• We have also distributed food packages to 50000 plus people in need.

• We also distributed masks to 50000 plus people to fight the pandemic.

• The Chiripal Group also donated towels to 20000 plus people

TRANSFER TO RESERVES:

The Company proposes not to carry any amount to its General Reserves and the entireprofit is transferred to Reserves & Surplus as Surplus in Statement of Profit andLoss.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2020.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return as on 31st March 2020 in the prescribed FormNo. MGT-9 pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of theCompanies (Management and Administration) Rules 2014 is available on Company website atwww.sei.edu.in

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.

Pursuant to the provisions of the Companies Act 2013 the Nomination and RemunerationCommittee has laid down the criteria for evaluation of the performance of individualDirectors and the Board as a whole. Based on the criteria the exercise of evaluation wascarried out through a structured process covering various aspects of the Board functioningsuch as composition of the Board and committees experience & expertise performanceof specific duties & obligations attendance contribution at meetings etc. TheDirectors expressed their satisfaction with the evaluation process.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to Section 152 and other applicable provisions if any of the Companies Act2013 one-third of such number of Directors are liable to retire by rotation every yearand if eligible offer themselves for reappointment at every Annual General Meeting. Inthis context Mr. Darshan Vayeda Whole Time Director is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible offer himself for reappointment inaccordance with the provisions of the Companies Act 2013.

During the year under review Ms. Bhavya Bajpai ceased to hold office as Company andCompliance Officer effective from 17.12.2019 and Ms. Mohini Singhal was appointed asCompany and Compliance Officer effective from 14.02.2020.

Ms. Suruchi Somani ceased to hold office as non-executive Independent Directoreffective from 17.02.2020; Further Mr. Samir Gopalan Mariankari Ms. Tarulata and Mr.Yogesh Thakar were appointed as the additional director in the capacity of non-executiveIndependent Director as on 13.03.2020.

Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meets the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Reg. 16(1) (b) of theSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 amended thereofand they have also complied with the code for Independent directors prescribed in ScheduleIV to the Act. There has been no change in the circumstances affecting their status asindependent directors of the Company .

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting feescommission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committee of the Company .

None of the Directors of your Company are disqualified as per the provision of section164 (2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of Companies Act 2013 and SEBI regulations.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2020 are:

a. Mr. Jayesh Patel : Chief Financial Officer
b. Mr. Darshan Vayeda : Whole Time Director
c. Ms. Mohini Singhal : Company Secretary

The composition of the Board of Directors and its Committees are provided in theCorporate Governance Report which forms part of the Annual Report.

CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge as details provided in the Corporate GovernanceReport. The Company did not have any pecuniary relationship or transactions withNon-Executive Directors during the year ended 31st March 2020 except for payment ofsitting fees.

CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE - TIME DIRECTORS:

The appointment is made pursuant an established procedure which includes assessment ofmanagerial skills professional behavior technical skills and other requirements as maybe required and shall take into consideration recommendation if any received from anymember of the Board.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE:

The Company did not have any Subsidiary Company Associate Company or Joint Venture ason 31st March 2020.

REMUNERATION POLICY:

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with Rules issued there underand the Listing Regulations.

MEETINGS OF BOARD AND COMMITTEE:

The Board meets once in every quarter to review the quarterly financial results andother items of the agenda and if necessary additional meetings are held as and whenrequired. The intervening gap between the meetings was within the period prescribed underSEBI (LODR) Regulations 2015 & Companies Act 2013. The agenda is circulated well inadvance to the Board members. The items in the agenda are backed by comprehensivebackground information to enable the Board to take appropriate decisions. During the yearunder review 8 (Eight) Board Meetings were held on May 30 2019; July 31st 2019; August12 2019; August 30 2019; September 26 2019; November 14 2019; February 14 2020 and13th March 2020.

The details of the Board and its Committees meetings and attendance of Directors atsuch meetings are provided in the Corporate Governance Report which forms part of theAnnual Report

SECRETARIAL STANDARD:

The Directors states that applicable Secretarial Standards i.e. SS-1 & SS-2relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company .

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3) (c) of Companies Act 2013 with respect tothe Directors' Responsibility Statement your directors hereby confirm that:

(a) In preparation of the Annual Accounts the applicable accounting standards havebeen followed. Necessary explanations are given for material departures if any;

(b) Such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give true and fair view of thestate of affairs of the Company as at 31st March 2020 and of the profit of theCompany for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for prevention and detection of fraud and other irregularities;

(d) The Annual Accounts of the Company have been prepared on a going concern basis.

(e) The Directors have laid down internal financial controls which are adequate andwere operating effectively.

(f) The Directors has devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively. Thiswill ensure legal compliance in all areas of companies operations.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during the Financial Yearended 31st March 2020.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year under review the Company has set up a new division "KEYSTONEGLOBAL" within the Company to create pathway programs with Foreign Universitiesso as to make high quality overseas education affordable.

A pathway program is a degree program (undergraduate and postgraduate) in which thestudent spends a part of the duration with Keystone gets credits for the coursesdone here these credits are then transferred to the foreign university where the studentcompletes the balance of the course and gets the final degree from foreign university.

However the impact of the same on financial position of the Company is notdeterminable yet.

STATUTORY AUDITORS AND THEIR REPORTS:

At the 31st AGM held on 30.08.2019 the Members approved appointment of M/s.Nahta Jain & Associates Chartered Accountants (Firm Registration No. 106801W) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM till the conclusion of the AGM for the financial year 2022-23subject to ratification of their appointment by Members at every AGM if so required underthe Act. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for this AGM.

There are no observations (including any qualification reservation adverse remark ordisclaimer) of the Auditors in their Audit Report that may call for any explanation fromthe Directors. Further the notes to accounts referred to in the Auditor's Report are selfexplanatory.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed there under.

INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the act and rules made there underthe Board of Directors of the Company have appointed M/s. A. O. Agarwal & Co.Chartered Accountants (FRN: 119827W) as Internal Auditor to conduct the Internal Audit ofthe Company for the F.Y. 2019-20.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall affect the going concern status of theCompany 's operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has adequate internal control systems for business processes with regardto efficiency of operations financial reporting compliance with applicable laws andregulations etc. All operating parameters are monitored and controlled. Regular internalaudits and checks ensure that responsibilities are executed effectively. The system isimproved and modified continuously to meet with changes in business conditions statutoryand accounting requirements.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of internal control systems and suggests improvement for strengthening themfrom time to time.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo required to be disclosed by Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are providedin the Annexure - I' of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

During the year under review details of loans and investments under the provisions ofSection 186 of the Companies Act 2013 by the Company to other bodies corporate or personsare given in notes to the financial statements.

PUBLIC DEPOSITS:

Your Company has not accepted any Deposits from the public within the meaning ofSection 73 of the Companies Act 2013 (earlier Section 58A of the Companies Act 1956)read with Companies (Acceptance of Deposits) Rules 2014 and amendments made theretoduring the year under review.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AS PER COMPANIES ACT 2013:

All transactions entered with Related Parties for the year under review were on arm'slength basis and all the material related party transactions are detailed in Form AOC-2 interms of Section 134 of the Companies Act 2013 the same has been annexed as Annexure- II' of this report.

All related party transactions are mentioned in the notes to the accounts.

All Related Party Transactions are placed before the Audit Committee for approval.Omnibus approval was obtained on a yearly basis for transactions which are of repetitivenature. A statement giving details of all Related Party Transactions are placed before theAudit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company www.sei.edu.in

None of the Directors has any pecuniary relationship or transactions vis-a-vis theCompany except remuneration and sitting fees.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company 's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report of the Company for theyear under review is annexed as part of this Report separately as an Annexure - III'.

COST RECORDS:

The provisions of Section 148 of the Companies Act 2013 and rules made there under forappointment of cost auditor and maintenance of cost records is not applicable to theCompany .

CORPORATE GOVERNANCE REPORT:

Your Company is committed to maintain the highest standards of Corporate Governance. Webelieve that sound Corporate Governance is critical to enhance and retain investor trust.Our disclosures seek to attain the best practices in Corporate Governance as prevalentglobally. We have implemented several best Corporate Governance practices in the Companyto enhance long-term shareholder value and respect minority rights in all our businessdecisions. Our Corporate Governance report for financial year 2019-20 as appended as AnnexureIV forms part of this Annual Report.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Company had appointed M/s. Keyur J. Shah & Associates PracticingCompany Secretaries as Secretarial Auditor of the Company to undertake the SecretarialAudit for the financial year 2019-20. The Secretarial Audit Report for financial year2019-20 issued by M/s. Keyur J. Shah & Associates Practicing Company Secretaries hasbeen appended as Annexure V to this Report.

The Secretarial Audit Report contains following qualification:

i. Whereas Pursuant to Section 139(1) of Companies Act 2013 it was noted thatappointment of Nahta Jain & Associates has been made during the audit period as theauditor of the Company however the Company has defaulted in filing Form ADT-1 within theprescribed due date

Explanation: The said Form was skipped erroneously from filling within theprescribed time due to the change in the management and Compliance officer as soon as itcame to the notice of the management the Company has filled the Form without any furtherdelay.

ii. Whereas Pursuant to Section 175 of the Companies Act 2013 there seems to bebonafide error in discovering the dispatch proof for the Resolution passed by circulationdated 30th October 2019.

Explanation: Due to the Change in the management and Compliance officer there weresome misplacement of documents during handover we are still finding the same and shallproduce the documents to the Auditor as soon as we discover it.

iii. In accordance with Regulation 23(9) of SEBI (Listing Obligations and Disclosurerequirement) 2015 the Company has not submitted Disclosure of related party transactionfor the Half year ended on March 2020 within the extended due date

Explanation: The Disclosure of related party transaction for the Half year ended onMarch 2020 could not be filled within the extended due date erroneously as at that timethe Country was hit by the Pandemic of COVID 19 and the Company was operating from Workfrom Home and the same was skipped as a human error.

iv. Pursuant to Regulation 7(3) SEBI (Listing Obligations and Disclosure requirement)2015 the Company has not submitted Compliance certificate within extended due date forthe Half year ended on March 2020

Explanation: The said certificate could not be filled within the extended due dateerroneously as at that time the Country was hit by the Pandemic of COVID 19 and theCompany was operating from Work from Home and the same was skipped as a human error

v. Pursuant to Regulation 31 there appears to be bonafide omission of reporting numberof warrants for the period end.ed September 30 2019 and March 31 2020.

Explanation: The Said Omission was due to sudden lockdown and our employees werenot in access of all the data and due to the change in Compliance officer the samereporting got skipped.

PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as ‘Annexure -VI' to this Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company .

PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of the regulations the Board has formulated and implementeda Code of Conduct to regulate monitor and report trading by its employees and otherconnected persons and Code of Practices and Procedures for fair disclosure of UnpublishedPrice Sensitive Information.

VIGIL MECHANISM:

Pursuant to provisions of Section 177(9) of the Companies Act 2013 read with Rule 7 ofthe Companies (Meeting of Board and its Powers) Rules 2014 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) regulations 2015 the Board ofDirectors had approved the Policy on Vigil Mechanism/Whistle Blower Policy. Through thispolicy Directors Employees or business associates may report the unethical behaviormalpractices wrongful conduct frauds violations of the Company 's code etc. to theChairman of the Audit Committee. The same is available on www.sei.edu.in

CODE OF CONDUCT:

The Board of Directors of the Company has laid down a Code of Conduct for all the BoardMembers and Senior Management Personnel of the Company . The Board Members and the SeniorManagement personnel have affirmed compliance with the code for the year 2019 - 20. Thesaid Code of Conduct has been posted on the website of the Company . A declaration to thiseffect is annexed and forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition andRedressal) ACT 2013. An appropriate complaint mechanism in the form of "ComplaintsCommittee" has been created in the Company for time-bound redressal of the complaintmade by the victim. All employees (permanent contractual temporary trainees) arecovered under this policy.

During the year the Company has not received any complaints of sexual harassment.

CHANGE IN SHARE CAPITAL:

During the year under review there was no change in the share capital of the Company .Authorized capital of the Company as on 31st March 2020 was Rs. 300000000(Rupees Thirty Crores Only) and Paid-up Share Capital of the Company as on 31stMarch 2020 was Rs. 161000000 (Rupees Sixteen Crores Ten Lakhs Only).

SHARES:

1. Buy Back of Securities: The Company has not bought back any of its securitiesduring the year under review.

2. Sweat Equity: The Company has not issued any sweat equity shares during theyear under review.

3. Bonus Shares: No bonus shares were issued during the year under review.

4. Employees Stock Option Plan: The Company has not provided any Stock OptionScheme to the employees.

INSURANCE:

All assets of the Company including inventories building plant and machineries areadequately insured.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company 's Equity shares are listed at Bombay Stock Exchange Limited. The AnnualListing Fees for the year 2019-20 has been paid.

ACKNOWLEDGEMENT:

Your Directors place on records their appreciations for the contributions made by theemployees at all levels for their dedicated services enabling the Company to achieve asatisfactory performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand continued support extended by the Company 's Bankers and other business associates.

Place: Ahmedabad Date: 15.09.2020

By Order of the Board For Shanti Educational Initiatives Limited

Sd/- Darshan Vayeda Whole-Time Director DIN : 07788073 Sd/- Ronak Agrawal Director DIN : 05002292

MANAGEMENT DISCUSSION AND ANALYSIS

REPORT

(Management Discussion and Analysis Report is part of Directors Report for the YearEnded 31st March 2020.)

Unless indicated otherwise the following discussion of our financial condition andresults of operation is based on the audited financial statements for our Company for theyear ended on 31st March 2020 including annexures schedules and notesthereon and the report thereon appearing in the Annual Financial Statements are preparedin accordance with the Companies Act and Indian GAAP in each case to comply withAccounting Standards and the relevant provisions of the Companies Act 2013

Indian Education and Business Overview

Education is one of the largest most thriving industries in India. The country has aremarkable growth opportunity for the education sector. The Government too is takingvarious measures such as reserving Rs 99300 crore outlay for the education sector toimprove the quality of education in India.

The outlook of the Indian Education remains bright in light of various campaign whichis increasing the awareness of Education among the rural communities and also increase invariety of courses offered by colleges and universities growing emphasis of theGovernment and more. However accessing quality education and financial commitment toeducation development continues to remain challenging.

Due to COVID-19 pandemic the industry have been effected evidently due to suspensionof schools over a continued period. But still educational institutions are exploring waysto keep students engaged virtually and maintaining the learning momentum. While alleducational institutions are not equipped to connect with students some have startedvideo conferencing facilities for streaming online classes.

Our Company is a growing educational sector Company which is the key to nationbuilding. It is also well-accepted that providing the right knowledge and skills to theyouth can ensure fiscal and national progress. The country's sustained financial growth isfurther boosting the demand for quality education.

New opportunities in the pre-school segment include teacher's training inclusion ofday care services provisioning of after school extra-curricular activities andedutainment products.

Our Company also intends to exploit the opportunities that are available in theEducation Sector and our operations will cover all aspects for development of Education.

Pre-school Education

Indian pre-schools market is experiencing rapid growth even among small towns and nonmetros due to rising number of working mothers increasing trend of nuclear families andescalating demand for high quality pre-school education for toddlers.

Primary education is usually compared as an elementary education which usually consistof grades one through six. The main aspect of primary education make a children strongfoundation so that they can acheive something good in their life.

K-12 Education

The K-12 education is the term used to denote the education imparted in the primary andsecondary phases of school life including K or kindergarten to 12 which stands for the12th standard. The concept is slowly gaining its importance in India with the governmentintroducing new educational schemes like free compulsory primary education throughout thecountry.

The current K-12 school system in India is one of the largest in the world with morethan 1.4 million schools with 250+ million students enrolled. K-12 private schools todayoperate across a vast range of curriculums and boards. Key indicators that make thempreferential today are the process of ongoing and continuous evaluation comprehensivecurriculum and syllabus based on practical applications assessments based on interactiveskills and fun based learning which has led to better learning levels and quality ofschool education.

Competition

The industry in which we operate is highly competitive and fragmented. The organizedplayers in the industry compete with each other by providing high quality-education andvalue added services. We have a number of competitors offering services similar to us. Webelieve that the principal elements of competition in educational sector are qualityeducation method of teaching proper infrastructure and other related facilities andservices.

General Economic and Business Conditions

There are general issues due to lack of proper infrastructure facilities highpupil-teacher ratio and lack of trained teachers which are impacting the quality ofeducation imparted to students. Low learning level across elementary and secondary hasseen an increase in the need for paid supplemental help by students.

As a Company with its complete operations in India we are affected by general economicconditions in the country and in particular economic factors that affect the educationsector in India.

Outlook

Our primary focus is on:

• Delivering global standard education with emphasis on Indian Values.

• Affordable fees.

• Technology enabled classrooms.

• Qualified trained and passionate teachers.

• Best corporate practices.

SEIL has proved itself a turnkey project solutions Company . The growth & successcan easily be gauged by prestigious projects successfully handled. Our team consists ofprofessionals who have vast experience in the field of school education providingstandardized teacher training technology-driven English medium curricula and assuredlearning outcomes. The team members have taught in leading schools designed and taughtcourses at the school as well as teacher-training level. According to our EducationVision will emphasis on reaching the Unreached and deliver Global education standard withIndian values in K-12 schools. Our Mission Includes:

• To provide end to end School management solutions in K-12 education space.

• To be present in every possible district HQ in India with our services.

• Stress free caring and safe learning environment.

• Teachers who are passionate educators.

• To develop students who will grow to be confident self-disciplined criticalthinkers and sensitive leaders and achieve highest academic standards through.

At SEIL Students are benefitted with exposure to a global education platform strongfoundation on Indian values for life-long learning technology enabled and stress freelearning environment. Teachers are professionally qualified in their respective areas withexposure to the latest curriculum teaching methodology with exceptional growthpossibilities with the fastest growing education Company .

Our Strength

- Significant experience and strong presence in Gujarat & other regions of India.

- Good Reputation and Brand Image.

- Experienced execution team & associates.

Integrity

Encourage every individual to act ethically honestly and consistently. In doing sobecome reliable and socially responsible with a strong sense of differentiation betweenright and wrong.

Dedication

To recognize personal strengths and potential developing self-management and therebyperform any task with compassion commitment and full involvement and deliver Globaleducation standard with Indian values in K-12 schools.

Quality

Quality is performing every task with an objective to reach the excellence. If there isa quality input then certainly there be a quality outcome. Every individual is encouragedto be meticulous demonstrating enterprising and innovative way of engaging and respondingto the constructive world around.

Teamwork

A sense of belonging through co-operation acceptance sharing supportingrepresenting the team developing trust respecting diversity and distinctiveness.

Risk and Concern:

The Company has adequate Risk Management System and it faces the risk of competitionfrom local players in the cities it expands. This risk is addressed by building a brandand processes to provide consumer centric services and quality education.

The Company functions in a dynamic business environment and its operations may beexposed to varied risks. To mitigate its impact the Company appropriately identifies andassesses threats and takes necessary actions to address such risks.

Reputation risks

In the era of digital media and 24/7 news cycle where the media exaggerates negativenews and education institutions have frequently become the target of such negativeheadlines. Schools can lose alumni and business relationships brand favorability etc.Institutions with reputational awareness and control over their increasingly vast presencein the media can reduce the risk of damaging a reputation they have spent years building.

Operating model risks

Education sector's operating models involve a range of activities such as how todeliver academic programs conduct research make decisions manage relationships withvendors sustain enrollment or maintain accreditation status. The Company has to face allthe challenges and deal with it effectively for the overall growth of our organization.

Enrollment supply risks

Gaps between estimates and actual student enrollment limit a school's ability toforecast faculty turnover resource use and infrastructure needs to support the studentpopulation.

Compliance risks

Failure to meet compliance standards can lead to consequences ranging from loss offunding loss of accreditation or in extreme cases to lawsuits and/or criminal chargesagainst leadership.

Internal Control System and Adequacy

The Company has an adequate internal control system commensurate with its size and thenature of its business in order to achieve efficiency in operation and optimum utilizationof resources. These controls ensure safeguarding of assets reduction and detection offraud and error adequacy and completeness of the accounting records and timelypreparation of reliable financial information.

Discussion on financial performance with respect to operational performance

The Company has not incurred losses during the year under review.

Financial Results

Rs in Lakhs

Particulars As on 31.03.2020 As on 31.03.2019
Sales/Income from operations 1241.46 1388.73
Other Income 244.39 110.97
Total Income 1485.84 1499.70
Operating expenditure 1361.7 1327.64
Depreciation 91.39 31.75
Total expenses 1453.09 1359.40
Profit Before Tax 32.75 140.30
Tax 41.12 26.00
Profit for the year 6.64 98.33

The Company is operating at PAN India basis with almost 255+ Shanti Juniors Preschoolcenters and almost 5 owned and joint venture Shanti Asiatic (K-12 schools) and around 4Franchised Shanti Asiatic (K-12 schools).

Development in Human Resources

Management is successful in building experienced team and nurture them to be leaders.Since the management has a long term vision the challenge to recruit employees with theright knowledge and skill is very important.

Human Resources and Industrial Relations

During the year under review your Company had cordial and harmonious industrialrelations at all the levels of organization. The Company believes that the industry hasthe tremendous potential to impact the society nation and the world positively. Itsemployees are major stakeholders and their efforts have direct stake in the businessprospects of the organization. The employees have extended a very productive cooperationin the efforts of the management to carry the Company to greater heights.

The Company acknowledges the efforts of its people and takes great pride in thededication sincerity and hard work of its workforce.

Forward looking and cautionary statements

Certain statements made in this report are forward looking statements and actualresults may differ from such expectations or projections about the future as severalfactors would make significant difference to the Company 's operations such as economicconditions affecting demand and supply government's regulations level of competitionsprevailing at the relevant times etc. The Company assumes no responsibility to public toamend modify or revise any such statements on the basis of subsequent developmentsinformation or events.

Key Ratios

Particulars F.Y 2019 F.Y 2020 YOY CHANGE
Debtors Turnover 5.49 7.28 32.62
Inventory Turnover 2.88 3.17 10.31
Interest Coverage Ratio 3.86 1.75 -54.76
Current Ratio 1.48 1.46 -1.57
Debt Equity Ratio 0.21 0.22 1.67
Operating Profit Margin (%) 68.23 65.30 -4.28
Net Profit Margin (%) 7.08 0.53 -92.45
Return on Net worth* 2.03 0.12 -94.08

*Change in Return on Net worth is due to increased expenditure for the expansion of thebusiness of the Company .

Report on Corporate Governance

The Directors present the Company 's Report on Corporate Governance for the year endedMarch 31 2020 in terms of Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations").

I. SEIL's Philosophy on Corporate Governance

Shanti Educational Initiatives Limited ("SEIL" or "the Company ")believes that good Corporate Governance emerges from the application of the bestmanagement practices and compliance with the law coupled with the highest standards ofintegrity transparency accountability and ethics in all business matters.

SEIL also believes that sound corporate governance is critical to enhance and retaininvestor trust. Hence SEIL's business policies are based on ethical conduct healthsafety and a commitment to building long term sustainable relationships with relevantstakeholders. The Company continues to strengthen its governance principles to generatelong term value for its stakeholders on sustainable basis thus ensuring ethical andresponsible leadership both at the Board and Management levels.

At SEIL we also consider it our inherent responsibility to disclose timely andaccurate information regarding our financials and performance as well as the leadershipand governance of the Company . All SEIL are committed to a balanced corporate governancesystem which provides the framework for achieving the Company 's objectives encompassingpractically every sphere of management from action plans and internal controls tocorporate disclosures.

Your Company is not only in compliance with the requirements stipulated under the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 ("SEBILODR") as amended from time to time with regard to corporate governance but is alsocommitted to sound corporate governance principles and practice and constantly strives toadopt emerging best corporate governance practices being followed worldwide.

A report on compliance with corporate governance principles as prescribed under theSEBI LODR is given below.

II. Board of Directors

As on March 31 2020 the Board of Directors of the Company is comprised of sevenmembers. Mr. Darshan Vayeda is the Chairperson & Whole-Time Director of our Company .

The Non- Executive Member of the Board as at March 31 2020 is Mr. Ronak BrijmohanAgrawal. Further Mr. Jayeshbhai Ramanbhai Patel acts as a CFO of the Company .

The other Four Directors of the Company as detailed in the following table titled ‘Compositionof the Board' are Independent Directors. In the opinion of the Board all theIndependent Directors are independent of the management and satisfy the criteria ofindependence as defined under the Companies Act 2013 and the Listing Regulations.

The Board of the Company is well diversified and consists of one Independent WomanDirector and three other non-executive Independent Directors a whole time director a CFOand a Company Secretary. The Board continues to recognize that an appropriate mix ofdiversity and skills is key for introducing different perspectives into Board debate andfor better anticipating the risks and opportunities in building a long-term sustainablebusiness. Each member of the Board offers a range of core skills and experience that isrelevant to the successful operation of the Group. The profiles of our Directors areavailable on our website at http://sei.edu.in/board.html

A. Composition of the Board

The Composition of the Board of your Company is in conformity with the SEBI LODR. Thenames and categories of Directors the number of Directorships and committee positionsheld by them are given below.

None of the Directors is a Director in more than eight listed companies. Further noneof the Directors is an Independent Director in more than seven listed companies or threelisted companies in case he/she serves as a Managing Director or Whole-time Director inany listed Company . None of the Directors on the Board are a member of more than 10committees and a chairperson of more than 5 committees across all public limitedcompanies in which he / she is a Director.

Ms. Tarulata is an Independent Woman Director on the Board of Directors of the Company.

Name of the Director Category Directors Identification Number Total Directors Chairper Members Limited March 31

number of hips Committee sonships and hips of Public Companies* as on L 2020

Name of Listed Entities including this Listed Entity
Director s-hips#

Committee Chairpersonships

Committee Members hips
Ronak Brijmohan Agarwal Non Executive Director 0500229 2 1

0

1 Shanti Educational Initiatives Limited
Tarulata Independent Director 0870103 3 1

0

2 Shanti Educational Initiatives Limited
Chitranjan Ajaib Singh Independent Director 0730073 1 2

2

2 Shanti Educational
Initiatives Limited
Vishal Fabrics Limited
Darshan Vayeda Y ogendrabh ai Executive Director 0778807 3

1

0 1 Shanti Educational Initiatives Limited
Samir Gopalan Mariankari Independen t Director 0700083 2

2

1 3 Shanti Educational Initiatives Limited
Yogesh Thaker Natvarlal Independen t Director 0018744 9

1

0 0 Shanti Educational Initiatives Limited

*Excludes private limited companies foreign companies companies registered underSection 8 of the Companies Act 2013 and Government Bodies.

#Includes Additional Directorships and Directorship in Shanti Educational InitiativesLimited.

A Committees considered are Audit Committee Nomination & RemunerationCommittee and Stakeholders Relationship Committee including that of Shanti EducationalInitiatives Limited.

B. Board Procedure

Detailed agenda is sent to each Director at least 7 days in advance of Board andCommittee meetings. All material information is incorporated in the agenda along withsupporting documents and relevant presentations. Where it is not practicable to attach anydocument to the agenda the same is tabled at the meeting with specific reference to thiseffect in the agenda. In special and exceptional circumstances additional orsupplementary item(s) on the agenda are permitted. To enable the Board to discharge itsresponsibilities effectively the Chairperson presents during each Board Meeting theoverall performance of the Company .

The Board reviews strategy and business plans annual operating plans and capitalexpenditure budgets investment and exposure limits compliance reports of all lawsapplicable to the Company as well as steps taken by the Company to rectify instances ofnon-compliances if any. The Board also reviews major legal issues minutes of meeting ofvarious committees of the Board and subsidiary companies significant transactions andarrangements entered into by the subsidiary companies approval of financial results andstatements transactions pertaining to purchase or disposal of properties majoraccounting provisions and write-outs corporate restructuring details of any jointventures or collaboration agreement material defaults if any in financial obligationsfatal or serious accidents any material effluent or pollution problems transactions thatinvolve substantial payment towards goodwill brand equity or intellectual property anyissue that involves possible public product liability claims of substantial nature.

The Company Secretary records Minutes of the proceedings of each Board and Committeemeeting. Draft Minutes are circulated to Board / Committee Members within 15 days from themeeting for their comments. Directors communicate their comments (if any) in writing onthe draft minutes within seven days from the date of circulation. The Minutes are enteredin the Minute Books within 30 days from the conclusion of the Meeting and signed by theChairperson at the subsequent meeting. The copy of the signed Minutes certified by theCompany Secretary or in his absence by any Director authorised by the Board arecirculated to all Directors within fifteen days of their signing.

The guidelines for Board and Committee Meetings facilitate an effective post meetingfollow-up review and reporting process for decisions taken by the Board and Committeesthereof. Important decisions taken at Board/Committee Meetings are promptly communicatedto the concerned departments/ divisions. Action Taken Report on decisions/Minutes of theprevious meeting(s) is placed at the succeeding meeting of the Board / Committee fornoting.

Apart from Board Members and the Company Secretary the Board and Committee Meetingsare also attended by the Chief Financial Officer and wherever required by the heads ofvarious corporate functions.

C. Process for Board Appointments

The Board recognizes the benefit that diversity in all its forms including but notlimited to age gender race ethnic origin cultural and educational background canbring to Board debate and perspective. The Board is responsible for the selection of newdirectors and has delegated the selection process to the Nomination & RemunerationCommittee (NRC). The NRC has a prescribed process for the selection and appointment of newDirectors and Key Managerial Personnel (KMP). The Committee based on a well-definedcriterion makes recommendations to the Board on the induction of new directors and KMPs.

D. Information Flow to the Board Members

Information is provided to the Board Members on a continuous basis for their reviewinputs and approval from time to time. More specifically we present our annual strategicplan and operating plans of our business to the Board for their review inputs andapproval. Likewise our quarterly financial statements and annual financial statements arefirst presented to the Audit Committee and subsequently to the Board for their approval.In addition various matters such as appointment of Directors and Key ManagerialPersonnel corporate actions review of internal and statutory audits details of investorgrievances acquisitions important managerial decisions material positive/negativedevelopments and statutory matters are presented to the respective Committees of the Boardand later with the recommendation of Committees to the Board of Directors for theirapproval. As a system in most cases information to Directors is submitted along with theagenda papers well in advance of the Board meeting. Inputs and feedback of Board Membersare taken and considered while preparation of agenda and documents for the Board meeting.

E. Number of Board meetings attendance of the Directors at meetings of the Board andthe Annual General Meeting ("AGM")

During the financial year under review Eight Board Meetings were held on the followingdates - May 30 2019; July 31st 2019; August 12 2019; August 30 2019; September 262019; November 14 2019; February 14 2020 and March 13 2020. The Board met at least oncein every calendar quarter and the gap between two meetings did not exceed one hundred andtwenty days. These meetings were well attended. The 31st Annual General Meetingof the Company was held on August 30 2019.

The attendance of the Directors at these meetings is as mentioned in the table below:

Directors No. of Board Meetings Held No. of Board Meetings Attended Attendance at the 31st AGM
Ronak Agarwal 8 8 Yes
Darshan Vayeda 8 8 Yes
Suruchi Somani 8 7 Yes
Chitranjan Singh 8 8 Yes
Samir Gopalan 8 - No
Tarulata 8 - No
Yogesh Thaker 8 - No

F. Shareholding of Non-Executive Directors

The details of Company 's shares held by Non-Executive Directors as on March 31 2020are given below:

Directors No. of shares
Mr. Ronak Agrawal 1000000

G. Meeting of the Independent Directors

Regulation 25 of the Listing Regulations and Section 149 read with Schedule IV ofCompanies Act 2013 mandates that the Independent Directors of the Company shall hold atleast one meeting in a year without the presence of Non-Independent Directors and membersof the management and requires all the Independent Directors to be present at suchmeeting.

Considering the existing public health situation in India MCA clarified that ifthe Independent directors of a Company have not been able to hold such meeting thesame shall not be viewed as a violation.

Accordingly the Company has not conducted a separate meeting of the Independentdirector for the current financial year although the Independent directors were advisedto share their views amongst themselves through telephone or e-mail or any other mode ofcommunication if they deem it to be necessary.

H. Details of familiarization program imparted to Independent Directors

During the year the Independent Directors were apprised at frequent intervals on theindustry trends business model and the overview of the Company and its operations by thesenior management team. Further various business unit heads made presentations to theIndependent Directors at periodic intervals on the performance and future strategy oftheir respective business units. The Independent Directors were also regularly apprised ofall regulatory and policy changes including their roles rights and responsibilities.Presentations on internal control over financial reporting operational control overfinancial reporting Prevention of Insider Trading Regulations SEBI LODR framework forRelated Party Transactions etc. were made to the Board Members during the year. Thedetails of the same is available at http: / / sei.edu.in/policies.html

I. Key expertise of the Board of Directors

The Board of Directors of your Company comprises of qualified and proficient Memberswho bring appropriate expertise and competence enabling them to make effectivecontribution to the Board and its committees.

Below are the key skills/expertise/competence identified by the Board of Directors:

• Strategic vision

• Leadership

• Industry knowledge

• Corporate governance

• Research and innovation

• Financial analysis and reporting

• Digital perspective

• Global landscape

• Risk management

• Social and regulatory framework

• Human capital and integrity

• Science and technology

While all the Board members possess the skills identified their area of core expertiseis given below:

Skills and its description Mr. Ronak Agarwal Mr. Darshan Vayeda Ms. Suruchi Somani Ms. Tarulata (Appointed w.e.f 13 03 2020) Mr. Chitranjan Singh Mr. Samir Gopalan (Appointed w.e.f Mr. Yogesh Thaker Appointed w.e.f
Wide Management and Leadership Experience:
Extended leadership experience for a significant enterprise resulting in a practical understanding of organizations processes strategic planning and risk management. Demonstrated strengths in developing talent planning succession and driving change and long-term growth Y Y Y Y Y Y Y
Accounting and Financial Skills
Leadership/Management experience in handling financial management of a large organization along with an understanding of accounting and financial statements. Y Y - Y Y Y -
Strategic Planning
Experience in leading the sustainability Environment Social and Governance visions of organizations to be able to integrate these into the strategy of the Company Y Y Y Y Y Y Y
Legal and Risk Management -
Knowledge and experience in regulatory and governance requirements and ability to identify key risks affecting the governance of the Company Y Y Y Y Y Y Y
Diversity
Representation of gender ethnic geographic cultural or other perspectives that expand the Board's understanding of the needs and viewpoints of our customers partners employees governments and other stakeholders worldwide Y Y Y Y Y Y Y
Corporate Governance
Experience in developing and implementing good corporate governance practices maintaining board and management accountability managing stakeholders' interests and Company 's responsibilities towards customers employees suppliers regulatory bodies and the communities in which it operates. Experience in boards and committees of other large companies. Y Y Y Y Y Y Y
Marketing
Experience in developing strategies to grow sales and market share build brand awareness and equity and enhance enterprise reputation Y Y Y Y Y Y Y
Sustainability and Environment
Experience in leading the sustainability visions of organizations to be able to integrate these into the strategy of the Company Y Y Y Y Y Y Y

J. Declaration by the Board

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/ she meets the criteria of independencein accordance with the provisions of the Companies Act 2013 and the SEBI LODR. In theopinion of the Board the Independent Directors fulfill the conditions specified in thesections and regulations and are independent of the management

K. Resignation of any Director from the Board

During the period under review Ms. Suruchi Somani Independent Director of the Companyhas resigned from the Board of the Company w.e.f 17.02.2020 due to personal issues due towhich she was unable to devote her time to the Company .

III. COMMITTEES OF THE BOARD

The Board has constituted various committees to focus on specific areas and to makeinformed decisions within their authority. Each committee is directed by its charter whichoutlines their scope roles responsibilities and powers. All the decisions andrecommendations of the committee are placed before the Board for their approval. TheCompany 's guidelines relating to Board Meetings are applicable to committee meetings asfar as practicable. Each committee has the authority to engage outside experts advisorsand counsels to the extent it considers appropriate to assist in its functions. Seniorofficers/function heads are invited to present various details called for by the committeeat its meeting.

Committees of the Board are as under:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

(A) AUDIT COMMITTEE

• Audit Committee Composition:

The composition and terms of reference of the Audit Committee is in compliance withSection 177 of the Companies Act 2013 and with Regulation 18 of the Listing Regulations2015. The Audit Committee of the Company comprises of 4 members out of which 3 members areNon-Executive-Independent Directors. Mr. Chitranjan Singh an Independent Director actsas Chairman of the Committee. The Committee members have requisite knowledge in the fieldsof Finance Accounts and Company Law. During the financial year under review The AuditCommittee met Five times on the following dates- 30.05.2019 31.07.2019 12.08.201914.11.2019 and 14.02.2020. The representatives of Internal and Statutory Auditors areinvitees to Audit Committee meetings and the Company Secretary acts as the Secretary ofthe Audit Committee.

• Constitution of the Audit Committee as on 31.03.2020 is as under

Sr. No. Name of the Member Designation
1. Mr. Chitranjan Singh Chairman Independent NonExecutive
2. Mrs. Tarulata Member Independent NonExecutive
3. Mr. Samir Gopalan Member Independent NonExecutive
4. Mr. Darshan Vayeda Member Whole-time Director Executive

• The scope of activities of Audit Committee broadly include to review reports ofthe Internal Auditors and to discuss the same with them periodically to meet StatutoryAuditors to discuss their findings / suggestions to review weaknesses in internalcontrols reported by Internal and Statutory Auditors to review financial reportingsystems and internal control systems to review quarterly / half yearly / annual financialresults and other matters.

The attendance of the Directors at these Audit Committee meetings is as mentioned inthe table below:

Directors No. of Meetings Held No. of Meetings Attended
Darshan Vayeda 5 5
Suruchi Somani 5 5
Chitranjan Singh 5 5
Samir Gopalan 5 -
Tarulata 5 -

• Terms of Reference of the Audit Committee inter alia include thefollowing

The recommendation for appointment remuneration and terms of appointment of auditorsof the Company ;

(1) oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

(2) recommendation for appointment remuneration and terms of appointment of auditorsof the listed entity;

(3) approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

(4) reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

(a) matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

(b) changes if any in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment bymanagement;

(d) significant adjustments made in the financial statements arising out of auditfindings;

(e) compliance with listing and other legal requirements relating to financialstatements;

(f) disclosure of any related party transactions;

(g) modified opinion(s) in the draft audit report;

(5) reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

(6) reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;

(7) reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

(8) approval or any subsequent modification of transactions of the listed entity withrelated parties;

(9) scrutiny of inter-corporate loans and investments;

(10 valuation of undertakings or assets of the listed entity wherever it is necessary;

(11) evaluation of internal financial controls and risk management systems;

(12) reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

(14) discussion with internal auditors of any significant findings and follow up thereon;

(15) reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

(16) discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post- audit discussion to ascertain any area of concern;

(17) to look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

(18) to review the functioning of the whistle blower mechanism;

(19) approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

(20) Carrying out any other function as is mentioned in the terms of reference of theaudit committee.

(B) STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Committee is in compliance with theSection 178 of the Companies Act 2013 and with Regulation 20 of the Listing Regulations2015. The Committee consists of 3 Directors out of which 2 are Non-Executive IndependentDirectors. The Chairman of the Committee is an Independent Director. During the year underreview the Committee met 4 (Four) times as on 30.05.2019 12.08.2019 14.11.2019 and14.02.2020. The Stakeholders Relationship Committee inter-alia deals with all mattersrelating to Stakeholders/Investors Grievance and its redressal and others as specified inthe Listing Regulations 2015. During the year ended 31st March 2020 noShareholders' Complaints were received by the Company . For effective and efficientgrievance management the Company has dedicated email id: info@sei.edu.in to resolve thegrievances of the investors. Ms. Mohini Singhal is the Company Secretary for complyingwith requirements of Securities Laws.

Constitution of the Stakeholders' Relationship Committee as on 31.03.2020 is as under:

Sr. No. Name of the Member Designation
1. Mr. Chitranjan Singh Chairman/ Independent Non Executive
2. Mr. Samir Gopalan Member/Independent Non Executive
3. Mr. Darshan Vayeda Whole-time Director -Executive

The attendance of the Directors at this Committee meetings is as mentioned in the tablebelow:

Directors No. of Meetings Held No. of Meetings Attended
Darshan Vayeda 4 4
Suruchi Somani 4 4
Chitranjan Singh 4 4
Samir Gopalan 4 -

(C) NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee Composition: The composition and terms ofreference of the Committee is in compliance with the Section 178 of the Companies Act2013 and with Regulation 19 of the Listing Regulations 2015. The Committee consists of 3Directors all of whom are Non-Executive Directors. The Chairman of the Committee is anIndependent Director. During the year under review the Committee met 4 (Four) times as on12.08.2019 14.11.2019 14.02.2020 and 13.03.2020

Constitution of the Nomination and Remuneration Committee as on 31.03.2020 is as under:

Sr. No. Name of the Member Designation
1. Mrs. Samir Gopalan Chairman / Independent Executive Non-
2. Ms. Tarulata Member/Independent Executive Non-
3. Mr. Ronak Agrawal Member / Non-Independent Executive Non-

The attendance of the Directors at this Committee meetings is as mentioned in the tablebelow:

Directors No. of Meetings Held No. of Meetings Attended
Ronak Agrawal 4 4
Chitranjan Singh 4 4
Tarulata 4 -
Samir Gopalan 4 -

• Terms of Reference

The Committee has the mandate to review and recommend compensation/ remunerationpayable to the Whole-time Directors and Senior Management of the Company . Its functionalso includes administering of the Company 's Stock Option Plans if any including thereview and grant of the Stock Options to eligible employees under plans as and whennecessary. The Committee reviews the performance of the Whole-time Directors committeesof the Board and Senior Management of the Company for the above mentioned purpose and mayhave requisite parameters as it may deem fit. In addition to the above role Committeealso perform the following other roles;

a. To formulate criteria for determining qualifications positive attributes andindependence of a Director and oversee the succession management process for the Board andsenior management employees;

b. To recommend the Board a policy relating to the remuneration of the Directors KMPsand other employees of the Company ;

c. To formulate criteria for evaluation of Independent Directors and the Board;

d. To devise a policy on Board Diversity;

e. To carry out evaluation of every Director's performance;

f. To identify persons who are qualified to become Director and who may be appointed insenior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

g. Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

h. To recommend to the board all remuneration in whatever form payable to seniormanagement.

i. Any other activity as the Board may determine from time to time.

Performance Evaluation Criteria for Independent Directors:

An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales marketing and technical operations or any other discipline related to the Company's business. The Company did not have any pecuniary relationship or transactions with NonExecutive Directors during the year ended 31st March 2020 except for paymentof sitting fees.

The Board of Directors have formulated performance evaluation criteria of IndependentDirectors of the Company . The Performance Evaluation of Independent Directors is carriedout on the basis of their role expertise skills leadership qualities strategicdirection to align Company 's value and standards effective decision making abilityinitiative on knowledge updates internal controls etc.

IV. REMUNERATION OF DIRECTOR!

A. Remuneration Policy

Your Company has a well-defined policy for remuneration of the Directors KeyManagement Personnel and Senior Management. The policy is furnished on the Company 'swebsite www.sei.edu.in at the following path: InvestorRelation>Policies>Remuneration Policy for Non-Executive Directors.

The elements of remuneration package of the Executive Directors include fixed andvariable salary performance bonus contribution to provident fund super annuationgratuity perquisites and allowance reimbursement of expenses etc. as applicable toemployees of the Company . The Executive Directors are employees of the Company and aresubject to service conditions as per the Company policy which is three months' noticeperiod or such period as mutually agreed upon. There is no provision for payment ofseverance fees to Executive/Non-Executive Directors. Independent Directors are paidremuneration in the form of commission apart from the sitting fees and are not subject toany notice period and severance fees.

B. Remuneration to Executive Directors

The remuneration payable to executive directors shall be paid in consultation with theNomination & Remuneration Committee who decides the remuneration structure forExecutive Directors by considering the financial position of the Company qualificationexperience of the directors trend in the industry past performance past remunerationand limits prescribed for remuneration of Executive Directors i.e 10 % of net profit ofthe Company calculated in the manner prescribed under the Companies Act and subject tonecessary approvals there under. The Nomination & Remuneration Committee ensures thatremuneration if any payable to executive directors does not exceeds the prescribed limits.

The details of remuneration of Directors for the year ended March 31 2020 are givenbelow:

Salary and Perquisites

(Rs. in Lakhs)
Directors Fixed Pay & Bonus Perquisite Retrial Benefits Commissionn* Sitting Fees Total
Darshan Vayeda 15.6 - - - - 15.6

No options under the Company 's ESOP plan were granted to Executive/Non-ExecutiveDirectors during the financial year.

The aggregate remuneration payable to all Executive Directors who are promoters ormembers of the promoter group does not exceed 5% of the net profits of the Company .

C. Remuneration to Non-Executive and Independent Directors:

There are no pecuniary relationship or transactions of the Non-Executive Directorsvis-a-vis the Company except otherwise stated in the Report.

All the Non-Executive Directors receive sitting fees for attending Board MeetingsAudit Committee Meetings Nomination and Remuneration Committee Meetings and StakeholdersRelationship Committee Meetings. The sitting fees paid to Non-Executive Directors arewithin the limits prescribed under the Companies Act 2013 read with the relevant Rules.The nonexecutive directors have been paid sitting fees as per the limit prescribed in theAct.

Details of Remuneration paid to the Non-Executive Directors during the Financial Year2019-20 is as follows:

(Rs. In Lakh)

Sr. No. Name of Directors Salaries and Perquisites (Rs) Sitting Fees (Rs) Commission (Rs) No. of Shares held
1. Mr. Ronak Agrawal - - - 1000000
2. Mr. Chitranjan Singh - 0.70 - -
3. Mrs. Suruchi Saraf - 0.50 - -
4. Mr. Samir Gopalan - - - -
5. Ms. Tarulata - - - -
6. Mr. Yogesh Thaker - - - -

V. GENERAL BODY MEETINGS

Annual General Meetings

The date time location of Annual General Meetings held during the last three years andthe special resolutions passed thereat are as follows:

Year Date and Time Venue Special Resolution(s) Passed
2016 17 September 27 2017 at 3.00 P.M. Chiripal House Near Shivranjani Cross Roads Satellite Ahmedabad - 380015 Ordinary Resolutions
2017 18 September 27 2018 at 3.00 P.M. 6 th Floor Chiripal House Near Shivranjani Cross Roads Satellite Ahmedabad - 380015 1. To regularize Ronak B Agarwal as Director of the Company
2. To contribute in charitable and bonafide funds
3. To increase the limit of Foreign Institutional Investors/ Foreign Portfolio Investors for acquiring and holding equity shares up to an aggregate limit of 49% of the paid up capital of the Company
4. To increase limit of Foreign Investment by Non Resident Indians (NRI) under Portfolio Investment Scheme
2018 19 August 30 2019 at 5:00 P.M Shanti Corporate House Beside Hira Rupa Hall Opposite Landmark Hotel Bopal-Ambli Road Ahmedabad - 380058 1. To contribute in charitable and bonafide funds
2. To Issue of Warrant on Preferential basis

Special Resolutions Passed through Postal Ballot

There were no special resolutions passed during the FY 2019-20 through postal ballot.Further there is no immediate proposal for passing any resolution through postal ballot.

VI. MEANS OF COMMUNICATION

I. Quarterly financial results

The quarterly financial results are normally published in Financial Express and IndianExpress (Gujarati edition) newspapers and are also displayed on Company 's websitewww.sei.edu.in

II. News Releases Presentations

Official news / press releases are sent to the Stock Exchanges and are displayed on theCompany 's website www.sei.edu.in

III. Presentations to Institutional Investors/ Analysts

Presentations are made to institutional investors and financial analysts on quarterlyfinancial results of the Company . These presentations are also uploaded to the Company 'swebsite www.sei.edu.in and are sent to Stock Exchanges. The schedule of meetings withinstitutional investors/financial analysts are intimated in advance to the Stock Exchangesand disclosed on Company 's website.

IV. Website

The Company 's website www.sei.edu.in contains a separate and dedicated section"Investors" where shareholder information is available. Information such aspress releases notice of the Board Meeting revision in credit rating clippings ofnewspaper publications etc. are uploaded on the website. The Company 's Annual Report isalso uploaded on the website in a user-friendly and downloadable form.

V. BSE Corporate Compliance & Listing Centre (‘Listing Centre')

BSE's Listing Centre is a web based application designed for Corporates. All periodicalcompliance filings like shareholding pattern corporate governance report media releasesare electronically filed on the Listing Centre.

VII. SEBI Complaints Redress System (SCORES)

Investor complaints are processed through a centralized web-based complaints redressalsystem. Centralised database of all complaints received online upload of the Action TakenReports (ATRs) by the Company online viewing by investors of actions taken on thecomplaint and the current status are updated/resolved electronically in the SEBI SCORESsystem.

VII. GENERAL SHAREHOLDERS INFORMATION A. Company Registration Details

The Company is registered in the State of Gujarat India. The Corporate Identity Number(CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) isL80101GJ1988PLC010691.

Annual General Meeting Date and Time Venue Wednesday 30th December 2020 at 03:00 P.M. through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM")
Financial Year April 01 2019 - March 31 2020
Dividend Payment Date Dividend not proposed
Record Date 23.12.2020
Listed on Stock Exchanges BSE Limited PJ Towers Dalal Street Mumbai- 400001
Stock Code / Symbol 539921
International Securities Identification Number INE440T01010
Payment of Annual listing fees to Stock Exchange Paid
Registrar to an issue and share transfer agents Link Intime India Private Limited C-101 1st Floor 247 Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai - 400 083 Maharashtra. Address for Correspondence
5th Floor 506 to 508 Amarnath Business Center-1 Beside Gala Business Centre Nr. St. Xavier's College Off. C.G. Road Ahmedabad - 380009
Address for Correspondence Registered Office Address
A Wing 6th Floor 604 Mondeal Square Prahaladnagar Ahmedabad-380015 PH: 079- 66177266 Corporate Office Address
Shanti Corporate House Near Hirarupa Banquet Hall Bopal-Ambli Road Ahmedabad-380058

B. Market price data during 2019-20

The monthly high/low closing prices and volume of shares of the Company from April 12019 to March 31 2020 are given below:

Month BSE
High Price Low Price Volume of Equity Shares
Apr-19 125 109.25 21273
May-19 105 94 612201
Jun-19 101.95 99 50001
Jul-19 105 99 72327
Aug-19 100 93.10 723
Sep-19 103.60 92.15 14718
Oct-19 96 92 31
Nov-19 90 90 100
Dec-19 103.95 94.50 781
Jan-20 - - -
Feb-20 - - -
Mar-20 123 107 331

Share Transfer System:

Entire holding of the Company is in dematerialized form and matters pertaining to ShareTransfer are being handled by Link Intime India Private Limited.

Distribution of Shareholding

Shareholding of Shares Number of Shareholders % of Total Shareholders No. of Shares % of Total Share Capital
1 to 500 40 23.2558 896 0.0056
501 to 1000 22 12.7907 17530 0.1089
1001 to 2000 24 13.9535 37014 0.2299
2001 to 3000 5 2.907 12072 0.075
3001 to 4000 8 4.6512 26383 0.1639
4001 to 5000 8 4.6512 38190 0.2372
5001 to 10000 12 6.9767 84748 0.5264
10001 to 99999999999 53 30.814 15883167 98.6532
TOTAL 172 100 16100000 100

Dematerialization of Shares and Liquidity:

Entire equity share capital is held in the demat form with NSDL and CDSL.

Outstanding global depository receipts or American depository receipts or warrants orany convertible instruments conversion date and likely impact on equity

There are no GD Rs/AD Rs/Warrants or any Convertible Instruments pending conversion orany other instrument likely to impact the equity share capital of the Company .

Commodity price risk or foreign exchange risk and hedging activities: NIL

List of all credit ratings obtained by the entity along with any revisions theretoduring the relevant financial year for all debt instruments of such entity or any fixeddeposit programme or any scheme or proposal of the listed entity involving mobilization offunds whether in India or abroad: NIL

VIII OTHER DISCLOSURES

I. Materially significant related party transactions

During the financial year 2019-20 the materially significant related partytransactions or arrangements that were entered into between the Company and its promotersmanagement Directors or their relatives subsidiaries etc. that may have potentialconflict with the interests of the Company at large are included in the transactionsdisclosed in Form AOC-2 Please refer Annexure-II. The Company hasformulated a policy on dealing with Related Party Transactions which specifies the mannerof entering into Related Party Transactions. This policy has also been posted on thewebsite of the Company www.sei.edu.in at the following path: InvestorRelation>Policies> SEIL- Policy on materiality of related party transactions.

II. Details of non-compliance

During the last three years there were no instances of non-compliances by the Companyrelated to capital markets and no penalty or strictures were imposed on the Company by theStock Exchanges or SEBI or any statutory authorities. The Company has also complied withthe requirements of Corporate Governance Report and disclosed necessary information asspecified under the SEBI LODR.

However the qualifications as observed by the Secretarial Auditor is detailed in theSecretarial Audit Report.

III. Vigil mechanism and whistle blower policy

The vigil mechanism as envisaged in the Companies Act 2013 and the SEBI LODR isimplemented through the Company 's Whistle Blower Policy to provide for adequatesafeguards against victimization of persons who use such mechanism and make provision fordirect access to the Chairperson of the Audit Committee. The address of the Chairperson ofthe Audit Committee has been given in the policy for the employees Directors vendorssuppliers or other stakeholders associated with the Company to report any matter ofconcern. Whistle blower policy of the Company is available on the website of the Companywww.sei.edu.in at the following path: Investor Relation>Policies>Whistle BlowerPolicy.

IV. Compliance with non-mandatory requirements

Apart from complying with mandatory requirements prescribed by the SEBI LODR theCompany has complied with a few non-mandatory requirements such as:

• During the financial year under review there is no audit qualification in yourCompany 's financial statements. Your Company continues to adopt best practices to ensureregime of unqualified financial statements.

• Internal Auditors report directly to the Audit Committee

V. Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

Particulars Numbers
a. Number of complaints filed during the financial year 0
b. Number of complaints disposed of during the financial year 0
pi Number ol complaints pending as on end ol the financial year 0

VI. Disclosures with respect to demat suspense account/unclaimed suspense account:

The Company does not have any securities in the demat suspense account/unclaimedsuspense account.

VII. Code of Conduct

The Code of Conduct ("the Code") for Board Members and senior managementpersonnel as adopted by the Board is a comprehensive Code applicable to Directors andsenior management personnel. The Code lays down in detail the standards of businessconduct ethics and strict governance norms for the Board and senior management personnel.A copy of the Code is available on the Company 's website www.sei.edu.in. The Code hasbeen circulated to Directors and senior management personnel and its compliance isaffirmed by them annually. A declaration signed by the Chief Executive Officer to thiseffect is published in this Report.

VIII. Policy for determining ‘material' subsidiaries

The policy for determing material subsidiaries is available at http: / /sei.edu.in/policies.html

IX. Policy on dealing with related party transactions

The policy for dealing with related party transactions is available at http: / /sei.edu.in/policies.html

X. Code for prevention of insider trading practices

The Company has formulated a comprehensive Code of Conduct for Prevention of InsiderTrading for its designated persons in compliance with the Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations 2015 as amended from time to time.The Directors oficers designated persons and other connected persons of the Company aregoverned by the Code.

XI. Web Links for Policies:

All policies required under the Companies Act 2013 and the SEBI (LODR) Regulations2015 are available at Company 's web link at http://sei.edu.in/policies.html

XII. Commodity price risk/ foreign Exchange Risk and Hedging:

The Company is not dealing in commodities and hence disclosure relating to Commodityprice risks and commodity hedging activities is not required.

XIII. A certificate from a Company secretary

The Company has taken certificate from M/s. Keyur J. Shah & Associates PractisingCompany Secretaries that none of the directors on the board of the Company have beendebarred or disqualified from being appointed or continuing as directors of companies bythe Board/Ministry of Corporate Affairs or any such statutory authority. Please refer AnnexureIV (A)

XIV. Details of utilization of funds raised through preferential allotment or qualifiedinstitutions placement as specified under Regulation 32 (7A) : N.A.

XV. Disclosure by senior management personnel

The senior management of your Company have made disclosures to the Board confirmingthat there are no material financial and commercial transactions where they have personalinterest that may have a potential conflict of interest with the Company at large.

XVI. CEO/CFO certification

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company havefurnished to the Board the requisite compliance certificate under the relevant provisionsof the SEBI LODR for the financial year ended March 31 2020. Please refer Annexure IV(B)

XVII. Secretarial audit

The Secretarial Audit Report of the Company for the year ended March 31 2020 issuedby Mr. Keyur J Shah Partner of M/s. Keyur J. Shah & Associates Practising CompanySecretaries is attached to the Board's Report as Annexure-V. As on March 31 2020none of the subsidiaries of the Company qualified to be material unlisted subsidiaries.

XVIII. Non-acceptance of recommendation of any committee by the board which:

The Board has accepted all the recommendations of various committees of the Boardduring the financial year 2019-2020.

XIX. Total fees for all services paid by the listed entity and its subsidiaries on aconsolidated basis to the statutory auditor and all entities in the network firm/networkentity of which the statutory auditor is a part - The Company paid a total Fees of Rs.300000/- to the statutory auditor during the financial year 20192020. There being nosubsidiary this fee is paid in relation to this Company .

XX. Non-Compliance:

There is no Non-compliance of any requirement of corporate governance report asrequired under the SEBI (LODR) Regulations 2015.

XXI. Discretionary Requirements:

Reporting of Internal Auditor

Internal Auditors are invited to the meetings of Audit Committee wherein they reportdirectly to the Committee.

Detail of shares lying in Suspense account: Not Applicable

XXII. Compliance with Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)of regulation 46 of the SEBI (LODR) Regulations 2015.

The Company has complied with corporate governance requirements specified in regulation17 to 27 and Clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (LODR)Regulations 2015.

XXIII. Agreement on compensation of profit sharing in connection with dealings insecurities of the Company

During the financial year under review no employee including Key Managerial Personnelor Director or Promoter of the Company had entered into any agreement either forthemselves or on behalf of any other person with any shareholder or any other third partywith regard to compensation or profit sharing in connection with dealings in securities ofthe Company .

XXIV. Declaration on code of conduct

As required under Schedule V (D) to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 it is hereby affirmed that allthe Board Members and Senior Management personnel have complied with the Code of Conductof the Company . It is also confirmed that the Code of Conduct has already been posted onthe website of the Company .

Place: Ahmedabad For Shanti Educational Initiatives Limited SD/-
Date: 15.09.2020 Darshan Vayeda Whole-Time Director DIN:07788073

Annexure IV (C)

To

The Members of

SHANTI EDUCATIONAL INITIATIVES LIMITED

Compliance certificate for Corporate Governance under Schedule V of SEBI (LODR)Regulation 2015

We have examined the compliance of conditions of Corporate Governance by ShantiEducational Initiatives Limited ("the Company ") for the year ended March 312020 as stipulated in relevant provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (‘Listingregulations') for the period April 1 2019 to March 31 2020.

The compliance of the conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to a review of the procedures and implementationthereof adopted by the Company for ensuring compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company .

In our opinion and to the best of our information and according to the explanationsgiven to us and the representations made by the Directors and the Management we certifythat the Company has complied with the conditions of Corporate Governance for the yearended March 31 2020 as stipulated in the above-mentioned Listing regulations.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company .

Place: Ahmedabad For Keyur J. Shah & Associates Company Secretaries SD/- Keyur J. Shah Proprietor FCS: 9559
Date: 14th September 2020 CP No.: 8814

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