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Zee Learn Ltd.

BSE: 533287 Sector: Services
NSE: ZEELEARN ISIN Code: INE565L01011
BSE 13:16 | 09 Dec 14.29 0.50
(3.63%)
OPEN

14.00

HIGH

14.47

LOW

13.83

NSE 13:09 | 09 Dec 14.40 0.60
(4.35%)
OPEN

13.80

HIGH

14.50

LOW

13.80

OPEN 14.00
PREVIOUS CLOSE 13.79
VOLUME 94189
52-Week high 20.12
52-Week low 9.75
P/E 27.48
Mkt Cap.(Rs cr) 466
Buy Price 14.29
Buy Qty 89.00
Sell Price 14.37
Sell Qty 955.00
OPEN 14.00
CLOSE 13.79
VOLUME 94189
52-Week high 20.12
52-Week low 9.75
P/E 27.48
Mkt Cap.(Rs cr) 466
Buy Price 14.29
Buy Qty 89.00
Sell Price 14.37
Sell Qty 955.00

Zee Learn Ltd. (ZEELEARN) - Director Report

Company director report

To

The Members of Zee Learn Limited

Your Directors take pleasure in presenting the Tenth Annual Report of the Companytogether with Audited Financial Statements for the year ended March 312020. This reportstates compliance as per the requirements of the Companies' Act 2013 ("theAct") the secretarial standards the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and other rules and regulations as applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

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

a) The Financial Statements of the Company - comprising of the Balance Sheet as atMarch 312020 and the Statement of Profit & Loss for the year ended on that date havebeen prepared on a going concern basis following applicable accounting standards and thatno 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 312020 and of the profits of the Company 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 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.

FINANCIAL PERFORMANCE

The Financial performance of your Company for the year ended March 312020 issummarized below: (Rs in Lakhs)

Particulars Standalone - Year ended Consolidated - Year ended
March 31 2020 March 31 2019 March 31 2020 March 31 2019
Revenue from Operations 19437.24 20977.80 51482.78 51724.64
Other Income 2393.32 1683.96 4155.40 3200.46
Total Income 21830.56 22661.76 55638.18 54925.10
Total Expenses 9391.17 11618.99 34643.74 35954.00
Operating Profit/Loss 12439.39 11042.77 20994.44 18971.10
Less: Finance Cost 2451.91 1997.13 5904.91 4730.99
Less: Depreciation 872.08 377.19 6410.60 2788.54
Profit/Loss before Tax & exceptional items 9115.40 8668.45 8678.93 11451.57
Less : Exceptional items - - 3114.65 -
Profit/Loss before Tax 9115.40 8668.45 5564.28 11451.57
Provision for Taxation (Net) 2253.48 2498.86 3052.81 3114.22
Profit/Loss after Tax 6861.92 6169.59 2511.47 8337.35
Less : Appropriations
Transferred to Debenture Redemption Reserve 203.13 406.25 203.13 406.25
Interim/ Final Equity Dividend 326.09 326.07 326.09 326.07
Tax on Interim / Final Equity Dividend 67.03 67.02 67.03 67.02
Balance Carried To Balance Sheet 6265.67 5370.25 1915.22 7538.01

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 and working effectively during financial year 2019-20.

DIVIDEND

With a view to conserve financial resources in an environment of heightened uncertaintycaused by COVID-19 Pandemic the Board of Directors of the Company has not proposed anydividend for the year ended March 312020. Your Company has not paid any Interim Dividendduring the financial year under review.

BUSINESS OVERVIEW

With the motto of building the nation through education your Company is constantlycontributing in the field of education across age groups all the while maintaining itscore values of integrity ownership leadership trust and continuous learning. We believethat every child has a unique and infinite potential and we are committed to help childrenrealise their capabilities.

FY20 was a landmark year for Kidzee as it continued its growth story and crossed 1967operational centres. During FY20 Mount Litera Zee Schools (MLZS) continued its growthstory with 139 operational schools.

Your Company delivered on its promise of sustained profitability and improving onmargins and has shown growth in profit after tax. Company registered Standalone Revenue ofRs. 1943.7 Mn in FY20 compared to Rs. 2.097.8 Mn in FY19. Operating EBITDA stood at1004.6 Mn in FY20 compared to Rs. 935.9 Mn in FY19 (up by 7%). EBIDTA % to operatingrevenue increases to 52% in FY20 from 45% in FY 19. PBT stood at Rs. 911.5 Mn in FY20compared to Rs. 866.8 Mn in FY19 (up by 5 %). PAT stood at Rs. 686.2 Mn in FY20 comparedto Rs. 616.9 Mn in FY19 (up by 11 %). PAT % to operating revenue increases to 35% in FY20from 29% in FY19.

Company registered Consolidated Revenue of Rs. 5563.8 Mn in FY20 compared to Rs.5492.5 Mn in FY19. Operating EBITDA stood at Rs. 1.683.9 Mn in FY20 compared to Rs.1577.1 Mn in FY19 (up by 7%). EBIDTA % to Operating Revenue increases to 33% in FY 20from 30% in FY 19. PBT stood at Rs. 867.9 Mn in FY20 compared to Rs. 1145.2 Mn in FY19.PAT stood at Rs. 251.1 Mn in FY20 compared to Rs. 833.7 Mn in FY19.

The improved performance is a result of sustained growth in the business despite oftough economic conditions. Numerous innovative and state-of-the art technological measureswere undertaken for driving efficiencies in running its preschool and K-12 schooloperations under the brand names of ‘Kidzee' and ‘Mount Litera Zee School'respectively.

SHARE CAPITAL

During the year under review your Company had allotted 14000 Equity Shares of Re. 1/-each upon exercise of Stock Options by the Option grantees under the Employee Stock OptionScheme. This has resulted an increase in the paid-up equity share capital of the Companyfrom Rs. 326078725/- to Rs. 326092725/- comprising of 326092725 equity shares ofRe. 1/- each.

NON-CONVERTIBLE DEBENTURES

Your Company had allotted 650 (Six Hundred Fifty) Rated Unlisted RedeemableNon-Convertible Debentures ("Debentures" Or "NCDs") of the Face Valueof Rs. 1000000/- (Rupees Ten Lakhs Only) Each for cash aggregating upto Rs.650000000/- (Rupees Sixty Five Crores Only) in terms of the Information Memorandumcirculated on Private Placement Basis on which Credit Analysis & Research Limited(CARE) has revised the rating from CARE AA+ (CE) (credit watch with negative implications)to CARE AA (CE) (credit watch with negative implications).

GLOBAL DEPOSITORY RECEIPTS

During the Financial year 2013-14 Global Depository Receipts (GDRs) offer of theCompany for 5617977 GDRs opened for subscription at an issue price of US$ 3.56 per GDRrepresenting 56179770 fully paid Equity Shares Re. 1/- each of the Company (each GDRrepresenting 10 Equity Shares). Upon subscription of the GDR the Company Issued andallotted 56179770 fully paid Equity Shares of Rs. 19.50 per share underlying GlobalDepository Receipts ("GDRs") on May 212013. 56179770 Global DepositoryReceipts have been listed on the Luxembourg Stock Exchange since May 24 2013. As at March312020 no GDRs have remained outstanding as all the GDRs have been converted into theunderlying equity shares w.e.f. January 15 2018 which forms part of the existing paid upshare capital of the Company.

EMPLOYEES STOCK OPTION SCHEME

Your Company has implemented an ESOP scheme called ZLL ESOP 2010 -AMENDED 2015 Schemein accordance with the SEBI (Share Based Employees Benefits) Regulations 2014 for grantof stock options to its eligible employees of the Company and its Subsidiary/ies. TheNomination and Remuneration Committee of the Board of Directors of the Company interalia administers and monitors the Employee Stock Option Scheme of the Company.

The applicable disclosures under Regulation 14 of the SEBI (Share Based EmployeesBenefits) Regulations 2014 relating to the Scheme are posted in Investor Relationssection on the Company's website www.zeelearn.com.

During the year under review 3962181 Stock Options were granted on October 22 2019.These options when vested as per the terms and conditions of the Scheme entitled theoption holder to apply for and be allotted equal number of equity shares of face value ofRs. 1/- each at an exercise price of Rs. 18.70 per share respectively being the closingmarket price of the equity shares of the Company on the National Stock Exchange of India

Limited as on October 18 2019. Since the options have been granted at the marketprice the intrinsic value at grant is Nil and hence there is no charge to the Profit andLoss account. These options will vest in a phased manner over a period of 3 yearsbeginning 2020 and may be exercised within a maximum of four years from the date ofvesting subject to terms and conditions of the Scheme and the grant letter. YourDirectors believe this Scheme will help create long term value for shareholders andoperate as long term incentive to attract and retain senior managerial talent.

SUBSIDIARY COMPANY/IES

As at March 312020 your company had three wholly owned subsidiaries namely DigitalVentures Private Limited; Academia Edificio Private Limited; and Liberium Global ResourcesPrivate Limited one subsidiary MT Educare Limited and seven step down subsidiaries.

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

In accordance with Indian Accounting Standard AS110 - Consolidated Financial Statementsread with Indian Accounting Standard AS 28 - Accounting for Investments in Associates andIndian Accounting Standard 111 - Financial Reporting of Interests in Joint Ventures theaudited Consolidated Financial Statements are provided in and forms part of this AnnualReport as per Ind As format.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of the subsidiaries are available on the website ofthe Company www.zeelearn.com. These documents will also be available for inspection duringbusiness hours at the Registered Office of the Company.

Material Subsidiary:

The Board has adopted a Policy for determining Material Subsidiaries in accordance withthe requirements of Regulation 16(1)(C) of the Listing Regulations. The Policy asapproved by the Board is uploaded on the Company's corporate website www.zeelearn.com. Interms of the criteria laid down in the Policy and as per the definition of materialsubsidiary provided in Regulation 16(1)(c) of the Listing Regulations Digital VenturesPrivate Limited and MT Educare Limited is identified as ‘Material' based on theCompany's Consolidated Financial Statements for FY 2019-20.

Business Responsibility Report

In terms of Regulations 34 of the Listing Regulations Business Responsibility Reportfor FY 2019-20 detailing various initiative taken by the Company on the environmentalsocial and governance front in prescribed format forms part as a separate section of thisAnnual Report.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned inListing Regulations. In terms of Schedule V of Listing Regulations a detailed report onCorporate Governance along with Compliance Certificate issued by Mrs. Mita SanghaviPracticing Company Secretary is attached and forms an integral part of this Annual Report.All Board members and senior management personnel have affirmed compliance with the Codeof Conduct for the year 2019-20. A declaration to this effect signed by the ChiefExecutive Officer of the company is contained in this Annual Report. The Chief ExecutiveOfficer and Chief Financial Officer have certified to the Board with regard to thefinancial statements and other matters as required under Regulation 17(8) of the SEBI LODRRegulations and the said certificate is contained in this Annual Report. ManagementDiscussion and Analysis Report as per Listing Regulations are presented in separatesections forming part of the Annual Report.

In compliance with the requirements of Section 178 of the Companies Act 2013 theNomination & Remuneration Committee of your Board had fixed various criteria fornominating a person on the Board which inter alia include desired size and composition ofthe Board age limits qualification / experience areas of expertise and independence ofindividual. Your Company has also adopted a Remuneration Policy; salient features 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 &Senior Management Material Subsidiary Policy Insider Trading Code Document PreservationPolicy Material Event Determination and Disclosure Policy Fair Disclosure PolicyWhistle Blower and Vigil Mechanism Policy Related Party Transaction Policy andRemuneration Policy. All these policies and codes have been uploaded on Company'scorporate website www.zeelearn.com. Additionally Directors Familiarisation Programme andTerms and Conditions for appointment of Independent Directors can be viewed on Company'scorporate website www.zeelearn.com.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with requirements of Section 135 of the Companies Act 2013 your Companyhas constituted a Corporate Social Responsibility Committee (CSR Committee). The CSRCommittee as on March 312020 comprised of Dr. Manish Agarwal Independent Director asChairman Mr. Roshan Lal Kamboj Independent Director Mr. Dattatraya Kelkar IndependentDirector and Ms. Nanette D'sa Independent Director as 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.

CSR at Zee Learn is all about creating sustainable programs that actively contribute toand support the social and economic development of the society. In line with this intentyour Company has adopted a unified approach towards CSR at Essel Group level wherein CSRcontributions of eligible Essel group entities are pooled in to fund high cost long-termprojects that help build Human capital and create lasting impact on the society. TheReport on CSR activities is given at Annexed to the Directors' Report.

I Care Seminars for creating awareness about prevention of child abuse

Through the year Zee Learn continued its commitment of standing for ‘What's RightFor Child' through its Child Abuse Prevention initiative "I Care". It's a moduledesigned to educate adults about child abuse it teaches to recognise incidence andprevent it further.

As a policy all adults in the centre including teachers and support staff are trainedunder I Care. This is further taken to parents and this year Zee Learn took thisinitiative to the community at large by conducting events at RWAs and Corporates.

The entire Zee Learn network comprising of preschools and schools across the countryaims to sensitise maximum adults in their catchments about the incidence of Child Abusethereby aiming to create an abuse-free and nurturing environment for every child.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a balanced Board with combination of Executive and NonExecutiveDirectors. Your Board currently comprises of 6 Directors including 4 (four) IndependentDirectors 1 (one) Non-Executive Director and 1 (one) Executive Director. IndependentDirectors provide their declarations both at the time of appointment and annuallyconfirming that they meet the criteria of independence as prescribed under Companies Act2013 and Listing Regulations. During FY 2019-2020 your Board met 4 (four) times detailsof which are available in Corporate Governance Report annexed to this report.

During the year under review:

1. Ms. Sangeeta Pandit resigned as Independent Director with effect from October 12019 citing health issues and increasing personal commitments.

2. Mr. Himanshu Modi resigned as Chairman and Non-Executive Director with effect fromJanuary 7 2020

3. Dr. Manish Agarwal ceased to be an Independent Director with effect from businessclosing hours of March 31 2020 on completion of his term as an Independent Director.

4. Mr. Roshan Lal Kamboj was appointed as an Additional Director in the category ofIndependent Director with effect from May 17 2019.

5. Mr. Dattatraya Kelkar was appointed as an Additional Director in the category ofIndependent Director with effect from December 30 2019.

6. Ms. Nanette D'sa was appointed as an Additional Director in the category ofIndependent Director with effect from March 312020.

The Independent Directors who resigned during the year have confirmed that there wereno other material reasons other than those provided in their resignation letter(s).

Subsequent to March 312020 following changes took place to the Board:

1. Mr. Ajey Kumar resigned as Managing Director with effect from closing hours onAugust 18 2020.

2. Mr. Surender Singh was appointed as Additional Director in the category ofNon-Executive Director with effect from July 312020.

3. Mr. Vikash Kumar Kar was appointed as Additional Director of the Company with effectfrom August 19 2020. He was also appointed as Executive Director designated as Whole-TimeDirector for a period of 5(five) years with effect from August 19 2020 subject toapproval of members at the ensuing AGM.

Your Board places on record its appreciation for contribution of Mr. Ajey Kumar Ms.Sangeeta Pandit Mr. Himanshu Modi and Dr. Manish Agarwal as Directors.

None of the Directors are liable to retire by rotation at the ensuing Annual GeneralMeeting of the Company. Based on the recommendations made by Nomination and RemunerationCommittee the Board appointed Mr. Roshan Lal Kamboj as an Additional Director in thecategory of Non-Executive Independent Director for a period of three (3) years w.e.f. May17 2019. The members of the Company at their 9th Annual General Meeting held on September26 2019 approved appointment of Mr. Roshan Lal Kamboj as Non-Executive IndependentDirectors for a term of three (3) years w.e.f. May 17 2019 upto May 16 2022.

As per Section 161 of the Act Mr. Dattatraya Kelkar Ms. Nanette D'sa Mr. SurenderSingh and Mr. Vikash Kumar Kar shall hold office as Directors of the Company till ensuingAGM. Your company has received notice from member(s) proposing their appointment andrequisite proposals seeking your approval for the appointment of these Directors formspart of the Notice of ensuing AGM. Your Board recommends these proposals for approval ofthe shareholder's.

The information as required to be disclosed under the Listing Regulations in case ofappointment / re-appointment of the director if any is provided in Report on CorporateGovernance annexed to this 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 ListingRegulations pertaining to the remuneration incentives etc. to the Directors is given inthe Corporate Governance Report.

Changes in Key Managerial Personnel:

During the year under review Mr. Umesh Pradhan resigned from the post of ChiefFinancial Officer w.e.f. the close of business hours of October 7 2019. Accordingly theKey Managerial Personnel of the Company as on March 31 2020 comprises of Mr. Ajey KumarManaging Director Mr. Debshankar Mukhopadhyay Chief Executive Officer and Mr. BhuateshShah Company Secretary and Compliance Officer.

Subsequent to March 31 2020 following changes took place in Key Managerial Personnel:

1. Mr. Debshankar Mukhopadhyay ceased to be Chief Executive Officer of the Company witheffect from April 23 2020.

2. Mr. Vikash Kumar Kar was appointed as Chief Executive Officer of the Company witheffect from April 24 2020.

3. Mr. Rakesh Agarwal was appointed as Chief Financial Officer of the Company witheffect from April 7 2020.

4. Mr. Bhautesh Shah ceased to be Company Secretary with effect from May 12 2020.

5. Mr. Prashant Parekh was appointed as Company Secretary with effect from July 312020

6. Mr. Ajey Kumar ceased to be Managing Director with effect from closing hours onAugust 18 2020.

7. Mr. Vikash Kumar Kar was appointed as Additional Director in the category ofExecutive Director designated as Whole-Time Director with effect from August 19 2020.

BOARD EVALUATION

In a separate meeting of Independent Directors performance of nonindependentdirectors 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.

BOARD COMMITTEES

In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board had constituted various Board Committees including Audit Committee Nomination& Remuneration Committee Stakeholders Relationship Committee and Corporate SocialResponsibility Committee.

Details of the constitution of these Committees which are in accordance withregulatory requirements have been uploaded on the website of the Company viz.www.zeelearn.com. Details of scope constitution terms of reference number of meetingsheld during the year under review along with attendance of Committee Members therein formpart of the Corporate Governance Report annexed to this report.

AUDITORS

STATUTORY AUDITOR

M/s. MGB & Co. LLP Chartered Accountants (Firm Registration No. 101169W/W-100035)were appointed as statutory auditors of the company since inception i.e. from FY 2009-10.In terms of their appointment made at the 9th AGM held on September 26 2019 they areholding office of the auditors up to the conclusion of the ensuing 10th AGM and hencewould retire at the conclusion of the forthcoming 10th AGM.

As per provisions of Section 139 of the Companies Act 2013 (‘the Act') no listedCompany shall appoint or re-appoint an audit firm as auditor for more than two terms offive consecutive years. It further provides that an audit firm which has completed its twoterms of five consecutive years shall not be eligible for re-appointment as auditor inthe same company for five years from the completion of such term.

Since M/s. MGB & Co. LLP Chartered Accountants will complete its two terms offive consecutive years as Statutory Auditors of the Company at the ensuing AGM theCompany required to appoint a new auditor in place of retiring auditors for the FinancialYear 2020-21.

Accordingly as per the said requirements of the Act M/s. Ford Rhodes Parks & Co.LLP. Chartered Accountants (Firm Registration No. 102860W/W100089) are proposed to beappointed as Statutory Auditors for a period of a term of 5 years commencing from theconclusion of ensuing AGM till the conclusion of the AGM to be held for the financial year2024-25 subject to approval of the Members.

M/s. Ford Rhodes Parks & Co. LLP Chartered Accountants have consented to the saidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditors in terms of the provisions ofSection 139(1) Section 141(2) and Section 141(3) of the Act and the provisions of theCompanies (Audit and Auditors) Rules 2014.

The Audit Committee and the Board of Directors have recommended the appointment of M/s.Ford Rhodes Parks & Co. LLP Chartered Accountants as statutory auditors of theCompany from the conclusion of the ensuing AGM till the conclusion of the AGM to be heldfor the financial year 2024-25 to the shareholders.

Report of Statutory Auditors'

For the FY 2019-20 the Auditors of the Company have issued modified opinion in itsreport on the Financial Statements of the Company and forms part of this Annual Report.

During the year the Statutory Auditors had not reported any matter under Section 143(12) of the Act therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

COST AUDITOR

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

Your Directors had on the recommendation of the Audit Committee and on ratification ofits Members appointed M/s Vaibhav P Joshi & Associates Cost Accountants (FirmRegistration No 101329) for conduct of audit of the cost records of the Company for thefinancial year 2020-21.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Mrs. Mita Sanghavi Practicing Company Secretaries to undertake theSecretarial Audit of the Company.

The Secretarial Auditor has conducted an audit as per the applicable provisions of theCompanies Act 2013 and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as perthe provisions of Section 204 of the Companies Act 2013 read with Rules framed thereunderfor the financial year ended March 31 2020 has been annexed to this Board Report andforms part of the Annual Report.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circularCIR/CFD/CMD1/27/2019 dated February 8 2019 the Company has undertaken an audit for theFinancial Year 2019-20 for all applicable compliances as per Securities and Exchange Boardof India Regulations and Circulars/Guidelines issued thereunder. The Annual SecretarialCompliance Report duly issued by Mrs. Mita Sanghavi. Practicing Company Secretaries hasbeen submitted to the Stock Exchanges within the prescribed timelines.

The report of Secretarial Auditor and Annual Secretarial Compliance Report do notcontain any qualification reservation or adverse remark or disclaimer or modifiedopinion.

Compliance of the Secretarial Standards

The Company has complied with applicable Secretarial Standards on Meeting of the Boardof Directors and on General Meetings issued by the Institute of Company Secretaries ofIndia.

DISCLOSURES

I Particulars of loans guarantees and investments :

Particulars of loans guarantees and investments made by the Company required to bedisclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of theListing Regulations and under section 186 (4) of the Companies Act 2013 are contained inNote No. 40 to the Standalone Financial Statements which forms part of this Annual Report.

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 withreference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation was observed.

v. Deposits:

The Company has not invited or accepted any deposits within the meaning of Sections 73and 74 of the Act read with the Companies (Acceptance of Deposits) Rules 2014 (includingany statutory modification(s) or re- enactment(s) thereof for the time being in force)from public during the year under review. Therefore no amount of principal or interestwas outstanding as on the balance sheet closure date.

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:

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

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 TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is engaged in the business of delivering learning solutions and trainingto entire spectrum of the society from toddler to teens through its multiple products.Since this business do not involve any manufacturing activity most of the informationrequired to be provided under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is not applicable. However the informationas applicable are given hereunder:

Conservation of Energy:
(i) Steps taken or impact on conservation of energy Your Company being a service provider requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy and avoid wastages and conserve energy as far as possible.
(ii) Steps taken by the Company for utilizing alternate sources of energy
(iii) Capital investment on energy conservation equipment's
Technology Absorption:
(i) The efforts made towards technology absorption
(ii) The benefits derived like product improvement cost reduction product development or import substitution In its endeavor to deliver the best to its users and business partners your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
a. The details of technology imported b. The year of import c. Whether the technology been fully absorbed d. If not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) The expenditure incurred on Research and Development

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year under review there were no Foreign Exchange Earnings and theparticulars of Foreign Exchange out go is given in Note no. 50 of the Notes to Accountsforming part of the Annual Accounts.

PARTICULARS OF EMPLOYEES

Requisite disclosures in terms of the provisions of Section 197 of the Act read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014along with statement showing names and other particulars of the employees drawingremuneration in excess of the limits prescribed under the said rules is annexed to thisreport.

ACKNOWLEDGMENTS

Your Board takes this opportunity to place on record their appreciation for thededication and commitment of employees shown at all levels Franchisees and BusinessPartners that have contributed to the success of your Company. Your Directors also expresstheir gratitude for the valuable support and co-operation received from the Central andState Governments including Ministry of Human Resource Development and other stakeholdersincluding Bankers Financial Institutions Investors Service Providers as well asregulatory and government authorities.

CAUTIONARY STATEMENT:

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

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